COLONY BANKCORP INC (Form: 8-K, Received: 01/26/2023 16:33:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2023

COLONY BANKCORP, INC.

(Exact name of registrant as specified in its charter)


Georgia	000-12436	58-1492391
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

115 South Grant Street, Fitzgerald, Georgia 31750

(Address of principal executive offices) (Zip Code)

(229) 426-6000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $1.00 per share	CBAN	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operation and Financial Condition

On January 26, 2023, Colony Bankcorp, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the fourth quarter ended December 31, 2022, as well as the announcement of a regular quarterly cash dividend. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Terry L. Hester passed away on January 22, 2023. At the time of his death, Mr. Hester served as a director of the Company and Colony Bank (the “Bank”). Mr. Hester worked at the Company and Bank from 1978 until his retirement in December 2019 and had served on the board of directors of the Company since 1990 and of the Bank since 2008.

On January 24, 2023, Mr. Andrew Borrmann resigned from his roles of Executive Vice President and Chief Financial Officer of each of the Company and the Bank, effective immediately. Mr. Borrmann was party to an Employment Agreement, dated April 22, 2021, by and between Mr. Borrmann and the Bank, which is filed as Exhibit 10.1 herewith. In connection with Mr. Borrmann’s resignation, the Bank and Mr. Borrmann entered into a Separation and Release Agreement, a copy of which is filed as Exhibit 10.2 herewith. In such agreement, the Bank agreed to pay Mr. Borrmann severance payments equal to one year of Mr. Borrmann’s base salary, payable over twelve months following the resignation date. Mr. Borrmann also re-affirmed and agreed to certain restrictive covenants and provided a full release of claims in connection with the Separation and Release Agreement.

The Board of Directors of the Company designated T. Heath Fountain as the interim Chief Financial Officer, principal financial officer and principal accounting officer of the Company, to serve in that function until a permanent replacement is named. Mr. Fountain’s biographical information can be found in the Company’s proxy statement filed with the Securities and Exchange Commission on April 11, 2022, which biographical information is incorporated herein by reference.

The Company has not entered into, adopted or commenced any new, or amended any existing compensating plans or arrangements or employment agreements with Mr. Fountain in connection with this designation. There are no arrangements or understandings between Mr. Fountain and other persons pursuant to which he was designated as the interim Chief Financial Officer of the Company. There are no family relationships between Mr. Fountain and any director or executive officer, or any person nominated or chosen by the Company to become a director or executive officer that are required to be reported under Item 401(d) of Regulation S-K. The Company has not engaged in any transaction in which Mr. Fountain had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

The Company is furnishing a copy of its most recent investor presentation, which it intends to use in connection with certain community group presentations. A copy of the presentation materials to be used by the Company is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by reference. The Company will also host an investor earnings call at 9:00 a.m. EST on Friday, January 27, 2023.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.


Exhibit Number						Description
10.1						Employment Agreement by and between Andrew Borrmann and Colony Bank, dated as of April 22, 2021†
10.2						Separation and Release Agreement by and between Andrew Borrmann and Colony Bank, dated as of January 25, 2023†
99.1						Colony Bankcorp, Inc., press release dated January 26, 2023
99.2						Investor Presentation dated January 26, 2023
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

† Represents a management contract or a compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	COLONY BANKCORP, INC.

Date: January 26, 2023	By:	/s/ T. Heath Fountain
		T. Heath Fountain
		Chief Executive Officer and Acting Chief Financial Officer

EMPLOYMENT AGREEMENT

† This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of this 22nd day of April 2021, is by and between Colony Bank (“Employer”), a Georgia state bank and wholly-owned subsidiary of Colony Bankcorp, Inc. (the “Holding Company”), and David Andrew Borrmann (“Employee”), a resident of the State of Georgia (collectively, the “Parties”).

WHEREAS, SouthCrest Financial Group, Inc. (“SCSG”), a Georgia corporation and parent company of SouthCrest Bank, N.A. (“SouthCrest Bank”), and the Holding Company have entered into an Agreement and Plan of Merger (the “Merger Agreement”), providing for, among other things, the acquisition of SCSG via the merger of SCSG with and into the Holding Company (the “Merger”);

WHEREAS, it is anticipated that, following the Merger, SouthCrest Bank will be merged with and into Employer, with Employer as the surviving entity, and Employee’s obligations with respect to Employer pursuant to this Agreement will become effective contemporaneously with consummation of the Merger (the “Effective Date”), but that, in the event that the Merger Agreement is terminated and/or the Merger is not consummated or Employee is not employed by SouthCrest Bank on the Effective Date, this Agreement shall be of no force or effect and will be void;

WHEREAS, Employee is currently engaged as the Chief Financial Officer of SouthCrest Bank, and Employer desires to employ Employee at Employer on and after the Merger subject to and upon the terms and conditions of this Agreement; and

WHEREAS, Employer and Employee desire to enter an employment agreement to memorialize the terms of Employee’s employment.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, Employer and Employee hereby agree as follows:


			1.			Employment; Termination of Change-in-Control Agreement.

(a) Agreement to Employ. Upon the terms and subject to the conditions of this Agreement, Employer hereby agrees to employ Employee, and Employee hereby agrees to be employed with Employer as of the Effective Date.

(b) Term of Agreement. The term of this Agreement and Employee’s employment with Employer hereunder shall begin on the Effective Date and shall end on the second (2nd) anniversary of the Effective Date (the “Term”), unless terminated earlier in accordance with Section 4 below. Continued employment following the end of this Agreement shall be on an “at will” basis, unless such term of employment is extended by a subsequent agreement duly executed by each of the parties to this Employment Agreement, in which case such employment shall be subject to the terms and conditions contained in the subsequent written agreement.

(c) Termination of Change-in-Control Agreement. At the Effective Time, this Agreement supersedes and replaces in its entirety that certain Change in Control Agreement by and between SouthCrest Bank and Employee, dated as of December 21, 2017 and amended by the Amendment to Change in Control Agreement, dated as of June 14, 2018 (the “Prior Agreement”), including, for the avoidance of doubt, any severance and change in control

payments or benefits contemplated thereunder. Subject to Section 11 hereof, Employer shall pay Employee a one-time cash payment equal to $511,532.50, or such lesser amount as described in Section 2 of the Prior Agreement to prevent such payment from being subject to an excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (the “Code”), less applicable withholdings, payable within sixty (60) days following the Effective Date, the exact payment date to be determined by Employer, provided that Employee executes, delivers, and does not rescind a general release of claims in form reasonably acceptable to Employer.


			2.			Position; Extent of Service; Office Location.

(a) Position. During the Term, Employee shall serve as a senior officer of Employer, and in such other position or positions with Employer and/or the Holding Company as may be reasonably delegated by the Chief Executive Officer of Employer.

(b) Extent of Service. During the Term, Employee shall (i) use Employee’s reasonable best efforts, judgment, skill and energy to perform the services required of Employee’s under this Agreement in a manner consonant with the duties of Employee’s position; (ii) devote substantially all of Employee’s business effort, time, energy, and skill (reasonable vacations and reasonable absences due to illness excepted) to fulfill Employee’s employment duties; (iii) faithfully, loyally and diligently perform such duties, subject to the control and supervision of the Chief Executive Officer of Employer; and (iv) diligently follow and implement all lawful management policies and decisions of the Chief Executive Officer of Employer that are communicated to Employee.

(c) Office Location. Employee shall maintain an office at the Employer’s office in Atlanta, Georgia, or at one of the Employer’s other offices as determined by mutual agreement between Employee and the Chief Executive Officer of Employer. In addition, Employee from time-to time may be required to travel to other geographic locations in connection with the performance of Employee’s duties.


			3.			Compensation and Benefits.

(a) Base Salary. During the Term, Employer shall pay to Employee base salary at the rate of Two Hundred Forty-Five Thousand Six Hundred Thirty-One Dollars and Zero Cents ($245,631) per year (“Base Salary”), subject to applicable withholdings required by law or authorized by Employee. Employee’s Base Salary will be paid in accordance with Employer’s ordinary payroll policies and practices then in effect. Employee’s Base Salary is subject to review annually by the Chief Executive Officer of Employer and the Compensation Committee of the Board of Directors of Employer (the “Bank Board”) and the Board of Directors of the Holding Company (the “Holding Company Board”) in connection with the annual performance review process.

(b) Bonus Plans. Beginning January 1, 2022, Employee shall have an opportunity to receive an annual bonus based upon the achievement of performance goals established from year to year by the Compensation Committee of the Bank Board (the “Annual Bonus”) and the Compensation Committee of the Holding Company Board, pursuant to the terms and conditions of Employer’s standard cash incentive plan for peer executives. Except as otherwise provided by Employer, Employee must be employed by Employer on the date the

Annual Bonus, if any, is paid in order to receive the Annual Bonus. For the 2021 calendar year, Employee shall be paid the bonus to which he is entitled under the SouthCrest Bank annual bonus plan, and such bonus shall be paid as and when Employer pays its bonuses to peer executives provided that Employee continues to be employed by Employer on the date of payment.

(c) Benefit Plans. During the Term, Employee shall be eligible to participate in each employee benefit plan sponsored or maintained by Employer, including, without limitation, each medical, dental, group life, accident or disability insurance, and retirement contribution matching, in each case, whether now existing or established hereafter, to the extent that Employee is eligible to participate in any such plan under the generally applicable provisions thereof. Nothing in this Agreement shall require Employer to create or maintain any employee benefit plans, nor shall anything in this Agreement prohibit Employer from changing or discontinuing any existing employee benefit plans.

(d) PTO and Holidays. During the Term, Employee shall be entitled to up to twenty-seven (27) days of paid-time off (PTO), plus holidays offered consistent with Employer policy. Unused PTO shall be treated in accordance with Employer policy.

(e) Reimbursement of Expenses. During the Term, Employer shall reimburse Employee for all reasonable out-of-pocket expenses incurred by Employee on behalf of Employer in the ordinary course of business, in accordance with Employer’s then current reimbursement procedures.

(f) Terms Regarding Reimbursement of Expenses. If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Employee to reimbursement of expenses shall be subject to liquidation or exchange for another benefit.

4. Termination of Employment. This Agreement and Employee’s employment with Employer may be terminated as follows:

(a) Death. Employee’s employment and this Agreement shall terminate immediately upon the death of Employee.

(b) Disability. If Employee is incapacitated by accident, sickness or otherwise so as to render Employee mentally or physically incapable of performing fully the services required of Employee under this Agreement (referred to herein as a “Disability”) for a period of ninety (90) consecutive days or for an aggregate of one hundred twenty (120) business days during any twelve (12) month period, Employer may terminate Employee’s employment and this Agreement effective immediately after the expiration of either of such periods, upon giving Employee written notice of such termination. Notwithstanding the foregoing provision, if it is determined by Employer that Employee has a “disability” as defined under the Americans with Disabilities Act, Employee’s employment shall not be terminated on the basis of such disability unless it is first determined by Employer after consultation with Employee that there is no

reasonable accommodation which would permit Employee to perform the essential functions of Employee’s position without imposing an undue hardship on Employer.

(c) By Employer. Employer may terminate Employee’s employment and this Agreement with or without Cause immediately on written notice to Employee. For purposes of this Agreement, “Cause” shall mean a good faith determination by Employer that any of the following has occurred: (i) any intentional and harmful misconduct by Employee in connection with Employer’s business or relating to Employee’s duties, or any willful violation of any laws, rules or regulations applicable to banks or the banking industry generally (including but not limited to the regulations of the Board of Governors of the Federal Reserve, the Federal Deposit Insurance Corporation (the “FDIC”), the State of Georgia Department of Banking and Finance, or any other applicable regulatory authority); (ii) Employee’s material failure to comply with Employer’s policies or guidelines of employment or corporate governance policies or guidelines, including, without limitation, any business code of ethics adopted by Employer; (iii) any act of fraud, misappropriation or embezzlement by Employee, whether or not such act was committed in connection with the business of Employer; (iv) a breach of this Agreement, including, without limitation, a breach of any of the obligations set forth in Section 6 hereof, that, if such breach is capable of being cured, is not cured by Employee within ten (10) days of written notice by Employer of the breach; or (v) the conviction by Employee of, or Employee’s pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of Employer.

(d) By Employee. Employee’s employment and this Agreement may be terminated by Employee for any reason or with Good Reason (as defined herein) by delivering a written notice of termination to Employer thirty (30) days prior to the desired date of termination (with the thirty (30) day period to be referred to as the “Notice Period”). During the Notice Period, and at the sole discretion of Employer, Employee may be required to assist Employer with identifying a successor and in transitioning Employee’s duties and responsibilities to that successor. Moreover, during the Notice Period, and at the sole discretion of Employer, Employee may be relieved of all duties and/or prohibited from physically working at the offices of Employer. A termination by Employee shall not constitute termination for Good Reason unless Employee shall first have delivered to Employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than sixty (60) days after the initial occurrence of such event) (the “Good Reason Notice”), and Employer has not taken action to correct, rescind or otherwise substantially reverse the occurrence supporting termination for Good Reason as identified by Employee within thirty (30) days following its receipt of such Good Reason Notice. Good Reason shall not include Employee’s death or Disability. Employee’s date of termination for Good Reason must occur within a period of one hundred twenty (120) days after the occurrence of an event of Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following, without Employee’s consent: (i) a material diminution in Employee’s Base Salary (other than an across-the-board reduction in base salary that affects all peer executives); (ii) a material diminution in Employee’s authority, duties, or responsibilities; or (iii) the relocation of Employee’s principal office to a location that is more than thirty-five (35) miles from Employee’s principal office as of the Effective Date; provided, however, that Good Reason shall not include any relocation of Employee’s principal office which is proposed or initiated by Employee.

(e) By Written Agreement. The Parties may agree in writing to terminate Employee’s employment with Employer and this Agreement on the terms set forth in such writing.


			5.			Obligations Upon Termination.

(a) Termination for Any Reason. If this Agreement and Employee’s employment with Employer are terminated for any reason, Employer shall be obligated to pay to Employee (or, in the case of a termination under Section 4(a), Employee’s estate) only: (i) any Base Salary already earned but unpaid (which shall be paid in a lump sum in cash within thirty (30) days after Employee’s date of termination); and (ii) to the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which Employee is eligible to receive under any plan, program, policy or practice or contract or agreement of Employer (collectively, the “Accrued Obligations”). For purposes of this Agreement, Accrued Obligations shall include up to one hundred twenty (120) hours of Employee’s accrued but unused paid time off unless (i) Employee’s employment is terminated by Employer for Cause or (ii) Employee voluntarily resigns other than for Good Reason without giving Employer written notice of such resignation at least two (2) weeks prior to the effective date of such resignation.

(b) Termination by Employer Without Cause; Resignation by Employee for Good Reason. During the Term, if Employer terminates Employee’s employment and this Agreement other than for Cause or Disability or Employee terminates Employee’s employment and this Agreement for Good Reason (each, a “Qualifying Termination”), then, in addition to the Accrued Obligations, Employer shall pay to Employee:

(i) if the Qualifying Termination occurs prior to a Change in Control (as defined in this Section 5) or more than twelve (12) months following a Change in Control, an amount equal to one (1) times Employee’s then-current Base Salary, subject to applicable withholding and payable in approximately equal installments for a period of twelve (12) months (the “Non-CIC Severance Period”) in accordance with Employer’s ordinary payroll policies and practices then in effect, with such payments commencing with Employer’s first regular payroll that occurs after the sixtieth (60th) day following the date of termination and continuing for the Non-CIC Severance Period; provided that the first such payment shall consist of all amounts payable to Employee pursuant to this Section 5(b)(i) between the date of termination and the first payroll date to occur after the sixtieth (60th) day following the date of termination; or

(ii) if the Qualifying Termination occurs within twelve (12) months following a Change in Control, an amount equal to one and one-half (1.5) times the sum of (x) Employee’s then-current Base Salary plus (y) an amount equal to the annual bonus paid by Employer to Employee with respect to the calendar year immediately preceding the effective date of the Qualifying Termination, subject to applicable withholdings and payable in a single lump sum within sixty (60) days following the date of termination (the amounts described in (i) and (ii) herein referred to herein collectively as the “Severance”).

The Severance shall be subject to Employee’s continued compliance in all material respects with Section 6 hereof and the execution, delivery, and non-revocation of a separation agreement and

general release (other than of Employer’s obligations under this Agreement), in form reasonably acceptable to Employer (the “Release”).

(c) Termination Other than by Reason of a Qualifying Termination. If this Agreement and Employee’s employment terminates other than by reason of a Qualifying Termination, Employer shall be obligated to pay to Employee only the Accrued Obligations and shall have no further obligations to Employee.

(d) Termination upon Expiration of the Term. If this Agreement and Employee’s employment with Employer terminate as a result of the expiration of the Term, Employer shall be obligated to pay to Employee only the Accrued Obligations and shall have no further obligations to Employee.

(e) Survival of Restrictions on Conduct of Employee. The provisions of Section 6 of this Agreement, as well as any other terms of this Agreement necessary for the interpretation of Section 6, shall survive termination of the Agreement pursuant to the time periods specified therein.

(f) Definition of Change in Control. For purposes of this Agreement, a “Change in Control” means and includes the occurrence of any one of the following events but shall specifically exclude a public offering of any class or series of the Holding Company’s equity securities pursuant to a registration statement filed by the Holding Company under the Securities Act of 1933:

(i) during any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Holding Company Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Holding Company Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Holding Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Holding Company Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(ii) any person becomes a Beneficial Owner (as defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934), directly or indirectly, of either (A) 50% or more of the then-outstanding shares of common stock of the Holding Company (“Holding Company Common Stock”) or (B) securities of the Holding Company representing 50% or more of the combined voting power of the Holding Company’s then outstanding securities eligible to vote for the election of directors (the “Holding Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Holding Company Common Stock or Holding Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Holding Company, (x) an acquisition by the Holding Company or a Subsidiary, (y) an acquisition by any employee benefit

plan (or related trust) sponsored or maintained by the Holding Company or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or

(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Holding Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Holding Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding Holding Company Common Stock and outstanding Holding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Holding Company or all or substantially all of the Holding Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Holding Company Common Stock and the outstanding Holding Company Voting Securities, as the case may be, and (B) no person (other than (x) the Holding Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”).


			6.			Restrictions on Conduct of Employee.

(a) Acknowledgements.

(i) Condition of Employment and Other Consideration. Employee acknowledges and agrees that Employee has received good and valuable consideration for entering into this Agreement, including, without limitation, access to and use of Employer’s Confidential Information and access to Employer’s customer and employee relationships and goodwill, and further acknowledges that Employer would not employ or continue to employ Employee in the absence of Employee’s execution of and compliance with this Agreement.

(ii) Access to Confidential Information, Relationships, and Goodwill. Employee acknowledges and agrees that Employee is being provided and entrusted with Confidential Information, including highly confidential business information that is subject to extensive measures to maintain its secrecy within Employer, is not known in the trade or disclosed to the public, and would materially harm Employer’s legitimate business interests if it was disclosed or used in violation of this Agreement. Employee also acknowledges and agrees

that Employee is being provided and entrusted with access to Employer’s customer and employee relationships and goodwill. Employee further acknowledges and agrees that Employer would not provide access to the Confidential Information, customer and employee relationships, and goodwill in the absence of Employee’s execution of and compliance with this Agreement. Employee further acknowledges and agrees that Employer’s Confidential Information, customer and employee relationships, and goodwill are valuable assets of Employer and are legitimate business interests that are properly subject to protection through the covenants contained in this Agreement.

(iii) Potential Unfair Competition. Employee acknowledges and agrees that as a result of Employee’s employment with Employer, Employee’s knowledge of and access to Confidential Information, and Employee’s relationships with Employer’s customers and employees, Employee would have an unfair competitive advantage if Employee were to engage in activities in violation of this Agreement.

(iv) No Undue Hardship. Employee acknowledges and agrees that, in the event that Employee’s employment with Employer terminates, Employee possesses marketable skills and abilities that will enable Employee to find suitable employment without violating the covenants set forth in this Agreement.

(v) Voluntary Execution. Employee acknowledges and affirms that Employee is executing this Agreement voluntarily, that Employee has read this Agreement carefully and had a full and reasonable opportunity to consider this Agreement (including an opportunity to consult with legal counsel), and that Employee has not been pressured or in any way coerced, threatened or intimidated into signing this Agreement.

(b) Definitions. The following capitalized terms used in this Agreement shall have the meanings assigned to them below, which definitions shall apply to both the singular and the plural forms of such terms:

(i) “Competitive Services” means the community banking or commercial banking business, including, without limitation, originating, underwriting, closing and selling loans, receiving deposits and otherwise engaging in the business of banking, as well as the business of providing any other activities, products, or services of the type conducted, authorized, offered, or provided by Employer as of Employee’s Termination Date, or during the two (2) years immediately prior to Employee’s Termination Date.

(ii) “Confidential Information” means any and all data and information relating to Employer, or their respective activities, business, or customers that (i) is disclosed to Employee or of which Employee becomes aware as a consequence of Employee’s employment with Employer; (ii) has value to Employer; and (iii) is not generally known outside of Employer. “Confidential Information” shall include, but is not limited to the following types of information regarding, related to, or concerning Employer: trade secrets (as defined by O.C.G.A. § 10-1-761); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; customer lists; customer files, data and financial information; details of or customer contracts; current and anticipated customer requirements; identifying and other information pertaining to business referral sources; past, current and planned research and

development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar information. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of Employer, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of Employer. In addition to data and information relating to Employer, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to Employer by such third party, and that Employer has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of Employer.

(iii) “Intellectual Property Rights” means all intellectual property rights worldwide arising under statutory or common law or by contract and whether or not perfected, pending, now existing or hereafter filed, issued, or acquired, including all (A) patent rights; (B) rights associated with works of authorship including copyrights and mask work rights; (C) rights relating to the protection of trade secrets and confidential information; (D) trademarks, service marks, trade dress, and trade names; and (E) any right analogous to those set forth herein and any other proprietary rights relating to intangible property.

(iv) “Invention” means any discovery, process, formula, method, compound, composition of matter, technique, development, improvement, design, schematic, device, concept, system, technical information, or know-how, whether patentable or not, and any and all patent rights therein, whether now or hereafter perfected and reduced to practice.

(v) “Material Contact” means contact between Employee and a customer or potential customer of Employer (i) with whom or which Employee has or had dealings on behalf of Employer; (ii) whose dealings with Employer are or were coordinated or supervised by Employee; (iii) about whom Employee obtains Confidential Information in the ordinary course of business as a result of Employee’s employment with Employer; or (iv) who receives products or services of Employer, the sale or provision of which results or resulted in compensation, commissions, or earnings for Employee within the two (2) years preceding the conduct in question (if the conduct occurs while Employee is still employed by Employer) or the Termination Date (if the conduct occurs after Employee’s Termination), as applicable.

(vi) “Person” means any individual or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.

(vii) “Principal or Representative” means a principal, owner, partner, shareholder, joint venturer, investor, member, trustee, director, officer, manager, employee, agent, representative or consultant.

(viii) “Protected Customer” means any Person to whom Employer has sold its products or services or actively solicited to sell its products or services, and with

whom Employee has had Material Contact on behalf of Employer during the last two years of Employee’s employment with Employer.

(ix) “Protected Work” means any and all ideas, Inventions, Works, hardware systems, logos, trade dress, trademarks, service marks, brand names, and trade names (i) conceived, developed or produced by Employee, in whole or in part, alone or by others working with Employee or under Employee’s direction, during the period of Employee’s employment which relates to Employer’s business, (ii) conceived, produced or used or intended for use by or on behalf of Employer or its customers or (iii) conceived, developed or produced by Employee after Employee leaves the employ of Employer that relates to or is based on Confidential Information to which Employee had access by virtue of Employee’s employment with Employer.

(x) “Protective Covenants” means the protective covenants contained in Section 6 of this Agreement.

(xi) “Restricted Period” means any time during Employee’s employment with Employer, plus twelve (12) months following Employee’s Termination Date.

(xii) “Restricted Territory” means anywhere within a fifty (50) mile radius of each of the following: (i) the headquarters of the Holding Company; (ii) the main office of Employer as reported to Employer’s primary regulatory agency; and (iii) the office location or locations of Employer to which Employee was principally assigned during the one (1) year preceding the conduct in question (if the conduct occurs while Employee is still employed by Employer) or the Termination Date (if the conduct occurs after Employee’s Termination), as applicable.

(xiii) “Subsidiary” means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Holding Company.

(xiv) “Termination” means the termination of Employee’s employment with Employer, for any reason, whether with or without cause, upon the initiative of either party.

(xv) “Termination Date” means the date of Employee’s Termination.

(xvi) “Works” means any works of authorship, compilations, documents, data, notes, designs, photographs, artwork, drawings, visual or aural works, data bases, computer programs, software (source code and object code), systems, programs, software integration techniques, schematics, flow charts, studies, research, findings, manuals, pamphlets, instructional and training materials and other materials, including, without limitation, any modifications or improvements thereto or derivatives therefrom, and whether or not subject to copyright or trade secret protection.

(c) Restriction on Disclosure and Use of Confidential Information. Employee agrees that Employee shall not, directly or indirectly, use any Confidential Information on Employee’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to

receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Employee further agrees that Employee shall fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Employee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Employee shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Employee shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Employee; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Employee shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Employee has made such reports or disclosures; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(d) Non-Competition. Employee agrees that, during the Restricted Period, Employee will not, without prior written consent of Employer, directly or indirectly, carry on or engage in Competitive Services within the Restricted Territory on Employee’s own or on behalf of any Person or any Principal or Representative of any Person.

(e) Non-Solicitation of Protected Customers. Employee agrees that, during the Restricted Period, Employee shall not, without the prior written consent of Employer, directly or indirectly, on Employee’s own behalf or as a Principal or Representative of any Person, solicit, divert, take away, or attempt to solicit, divert, or take away a Protected Customer for the purpose of engaging in, providing, or selling Competitive Services.

(f) Non-Recruitment of Employees and Independent Contractors. Employee agrees that during the Restricted Period, Employee shall not, directly or indirectly, whether on Employee’s own behalf or as a Principal or Representative of any Person, recruit, solicit, or induce or attempt to recruit, solicit or induce any employee or independent contractor of Employer to terminate Employee’s/Employee’s employment or other relationship with Employer. Notwithstanding the foregoing, nothing in this Section shall prohibit general solicitations for employment and advertisements that are not specifically targeted towards employees of Employer.

(g) Proprietary Rights.

(i) Ownership of Protected Works. Employee acknowledges and agrees that any and all Confidential Information and Protected Works, and all Intellectual Property Rights therein, are the sole and exclusive property of Employer, and that no compensation in addition to Employee’s base salary is due to Employee for development,

assignment or transfer of Protected Works. Employee acknowledges and agrees that all Works related to or useful in the business of Employer, whether created within or without Employer’s facilities and before, during or after normal business hours, are specifically intended to be “works made for hire” by Employee created within the scope of employment with Employer, and Protected Works. Employee hereby waives any and all moral rights Employee may have to the Works in the United States and all other countries, including, without limitation, any rights Employee may have under 17 U.S.C. § 106A.

(ii) Disclosure of Protected Works. Employee will promptly and fully disclose in writing to Employer the existence of any Protected Works and maintain adequate written records of all Protected Works, which records remains the exclusive property of Employer.

(iii) Assignment of Protected Works. Employee hereby assigns and transfers, and agrees to assign and transfer, all of Employee’s rights, title and interest, as and when those rights arise, in any and all Protected Works, including all Intellectual Property Rights therein, to Employer. If and to the extent it is impossible as a matter of law to assign rights, including, without limitation, Intellectual Property Rights in any portion of the Protected Works to Employer, Employee hereby grants to Employer an exclusive, irrevocable, perpetual, transferable, fully paid-up, royalty-free, worldwide and unlimited right and license (with right to sublicense) to make (including the right to practice methods, processes and procedures), have made, sell, import, export, distribute, use and exploit in any possible ways (including, but not limited to, modify, copy, amend, translate, display, further develop, prepare derivative works of, distribute and sublicense) all Intellectual Property Rights pertaining to the Protected Works, and any portion of it. Employee shall not be entitled to use Protected Works for Employee’s own benefit or the benefit of anyone, except Employer, without written permission from Employer and then only subject to the terms of such permission. Employee agrees that Employee will not oppose or object in any way to applications for registration of Protected Works by Employer or others designated by Employer. Employee agrees to exercise reasonable care to avoid making Protected Works available to any third party and shall be liable to Employer for all damages and expenses, including reasonable attorneys’ fees, if Protected Works are made available to third parties by Employee’s, without the express written consent of Employer.

Anything herein to the contrary notwithstanding, Employee will not be obligated to assign to Employer any Invention or Work for which no equipment, supplies, facilities, or Confidential Information of Employer was used and which was developed entirely on Employee’s own time, unless (i) the Invention or Work relates (A) directly to the business of Employer, or (B) to Employer’s actual or demonstrably anticipated research or development; or (ii) the Invention or Work results from any work performed by Employee for Employer. Employee likewise will not be obligated to assign to Employer any Invention or Work that is conceived by Employee after Employee leaves the employ of Employer, except that Employee is so obligated if the same relates to or is based on Confidential Information to which Employee had access by virtue of Employee’s employment with Employer. Similarly, Employee will not be obligated to assign any Invention or Work to Employer that was conceived and reduced to practice prior to Employee’s employment, regardless of whether such Invention or Work relates to or would be useful in the business of Employer.

(iv) Reasonable Assistance. Employee will, during and after Employee’s employment, communicate to Employer any facts known to Employee’s regarding the Protected Works and, at Employer’s request, testify in any legal proceedings, sign all lawful papers, make all rightful oaths, execute and deliver all transfers, assignments, instruments and papers (including, without limitation, applications for registration, divisionals, continuations, continuations-in-part, foreign counterparts, or reissue applications) and take such further action as may be considered necessary by Employer to carry into full force and effect the assignment, transfer, and conveyance made or to be made of title to the Protected Works and all Intellectual Property Rights therein clearly and exclusively to Employer and to enforce and defend Employer’s rights therein.

(v) Prior Works and Inventions; No Other Duties. Employee acknowledges and affirms that either (A) there are no Works or Inventions conceived, developed or produced by Employee, whether or not perfected and reduced to practice, prior to Employee’s employment Employer, or (B) Employee has, on or before signing this Agreement, disclosed all such prior Works and Inventions to Employer in writing and provided to Employer a detailed written description thereof. Employee acknowledges and agrees that there is no other contract or duty on Employee’s part now in existence to assign Protected Works to anyone other than Employer.

(h) Return of Materials. Employee agrees that Employee will not retain or destroy (except as set forth below), and will immediately return to Employer on or prior to the Termination Date, or at any other time Employer requests such return, any and all property of Employer that is in Employee’s possession or subject to Employee’s control, including, but not limited to, customer files and information, papers, drawings, notes, manuals, specifications, designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, equipment, computers, mobile devices, other electronic media, all other files and documents relating to Employer and its business (regardless of form, but specifically including all electronic files and data of Employer), together with all Protected Works and Confidential Information belonging to Employer or that Employee received from or through Employee’s employment with Employer. Employee will not make, distribute, or retain copies of any such information or property. To the extent that Employee has electronic files or information in Employee’s possession or control that belong to Employer, contain Confidential Information, or constitute Protected Works (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or prior to the Termination Date, or at any other time Employer requests, Employee shall (i) provide Employer with an electronic copy of all of such files or information (in an electronic format that readily accessible by Employer); (ii) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Employer-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (iii) if requested by Employer, provide a written certification to Employer that the required deletions have been completed and specifying the files and information deleted and the media source from which they were deleted.


			(i)			Enforcement of Protective Covenants.

(i) Rights and Remedies Upon Breach. The Parties specifically acknowledge and agree that the remedy at law for any breach of the Protective Covenants will be inadequate, and that in the event Employee breaches, or threatens to breach, any of the Protective Covenants, Employer shall have the right and remedy, without the necessity of proving actual damage or posting any bond, to enjoin, preliminarily and permanently, Employee from violating or threatening to violate the Protective Covenants and to have the Protective Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Protective Covenants would cause irreparable injury to Employer and that money damages would not provide an adequate remedy to Employer. Employee understands and agrees that if Employee violates any of the obligations set forth in the Protective Covenants, the period of restriction applicable to each obligation violated shall cease to run during the pendency of any litigation over such violation, provided that such litigation was initiated during the period of restriction. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Employer at law or in equity Employer’s ability to enforce its rights under the Protective Covenants or applicable law against Employee shall not be impaired in any way by the existence of a claim or cause of action on the part of Employee based on, or arising out of, this Agreement or any other event or transaction.

(ii) Severability and Modification of Covenants. Employee acknowledges and agrees that each of the Protective Covenants is reasonable and valid in time and scope and in all other respects. The Parties agree that it is their intention that the Protective Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the Protective Covenants shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the Protective Covenants be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Agreement or such Protective Covenant. If any of the provisions of the Protective Covenants should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of Employer’s legitimate business interests and may be enforced by Employer to that extent in the manner described above and all other provisions of this Agreement shall be valid and enforceable.

7. Existing Covenants. Employee represents and warrants that Employee’s employment with Employer does not and will not breach any agreement that Employee has with any former employer to keep in confidence proprietary or confidential information or not to compete with any such former employer. Employee will not disclose to Employer or use on its behalf any proprietary or confidential information of any other party required to be kept confidential by Employee.

8. Disclosure of Agreement. Employee acknowledges and agrees that, during the Restricted Period, Employee will disclose the existence and terms of this Agreement to any prospective employer, business partner, investor or lender prior to entering into an employment, partnership or other business relationship with such prospective employer, business partner, investor or lender. Employee further agrees that Employer shall have the right to make any such prospective employer, business partner, investor or lender of Employee aware of the existence and terms of this Agreement.

9. Miscellaneous.

(a) Applicable Law; Forum Selection; Consent to Jurisdiction. The Parties agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia without giving effect to its conflicts of law principles. The Parties agree that the exclusive forum for any action to enforce this Agreement, as well as any action relating to or arising out of this Agreement, shall be the state or federal courts of the State of Georgia. With respect to any such court action, Employee hereby (a) irrevocably submits to the personal jurisdiction of such courts; (b) consents to venue; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or venue. The Parties hereto further agree that the state and federal courts of the State of Georgia are convenient forums for any dispute that may arise herefrom and that neither party shall raise as a defense that such courts are not convenient forums.

(b) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(c) Waiver. Failure of either Party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the Party making the waiver.

(d) Entire Agreement; Amendment. This Agreement contains the entire agreement between Employer and Employee with respect to the subject matter hereof and, from and after the date hereof, this Agreement shall supersede any other agreement, written or oral, between the parties relating to the subject matter of this Agreement, including, without limitation, the Prior Agreement. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(e) Assignment. This Agreement can be assigned by Employer and shall be binding and inure to the benefit of Employer, its successors and assigns. No right, obligation or duty of this Agreement may be assigned by Employee without the prior written consent of Employer.

(f) Notices. Any notice required or desired to be delivered under this Agreement shall be in writing and shall be delivered personally, by courier service, by registered mail, return receipt requested, or by telecopy and shall be effective upon actual receipt by the party to which such notice shall be directed, and shall be addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

If to Employer: Chief Executive Officer

115 S. Grant Street

Fitzgerald, GA 31750

If to Employee: David Andrew Borrmann

Current address on file with Employer

(g) Construction. The Parties understand and agree that because they both have been given the opportunity to have counsel review and revise this Agreement, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Instead, the language of all parts of this Agreement shall be construed as a whole, and according to its fair meaning, and not strictly for or against either of the parties.

(h) Counterparts. This Agreement may be executed in two or more counterparts, and it shall not be necessary that the signatures of the Parties hereto be contained on any one counterpart hereof. Each counterpart shall be deemed an original but all counterparts together shall constitute one and the same instrument. Any signature page of any such counterpart, or any electronic facsimile thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of this Agreement, and any telecopy or other electronic transmission of any signature shall be deemed an original and shall bind such Party.

(i) Third Party Beneficiaries. The parties acknowledge and agree that any direct and indirect parent companies or subsidiaries of Employer are intended to be beneficiaries of this Agreement and shall have every right to enforce the terms and provisions of this Agreement in accordance with the provisions of this Agreement.

(j) Acknowledgements. Employee acknowledges and agrees that Employee has read and reviewed this Agreement in its entirety, and that Employee has been given the opportunity to ask Employer questions about this Agreement. Employee further acknowledges and agrees that Employee has been given an opportunity to consult with an attorney of Employee’s choice regarding this Agreement.

10. Code Section 280G.

(a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by Employer to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to Employee, a calculation shall be made comparing (X) the net after-tax benefit to Employee of the Payments after payment by Employee of the Excise Tax, to (Y) the net after-tax benefit to Employee if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (X) above is less than the amount calculated under (Y) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value (as defined below) to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined in Section 10(b)(ii)) below). For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10, the “Parachute Value” of a Payment means

the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(b) All determinations required to be made under this Section 10, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm or compensation consulting firm selected by Employer (the “Determination Firm”) which shall provide detailed supporting calculations both to Employer and Employee within 15 business days after the receipt of notice from Employee that a Payment is due to be made, or such earlier time as is requested by Employer. All fees and expenses of the Determination Firm shall be borne solely by Employer. Any determination by the Determination Firm shall be binding upon Employer and Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which Employee was entitled to, but did not receive pursuant to Section 10, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Employer to or for the benefit of Employee but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.

(c) In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, this Section 10 shall be of no further force or effect.”

11. Code Section 409A.

(a) General. This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Code and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder (and any applicable transition relief under Section 409A of the Code). Nevertheless, the tax treatment of the benefits provided under the Agreement is not warranted or guaranteed. Neither Employer nor its directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by Employee as a result of the application of Section 409A of the Code.

(b) Definitional Restrictions. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable hereunder, or a different form of payment of such Non-Exempt Deferred Compensation would be effected, by reason of a Change in Control or Employee’s termination of employment, such Non-Exempt Deferred Compensation will not be payable or distributable to Employee, and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such Change in Control or termination of employment, as the case may be, meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any Non-Exempt Deferred Compensation, or the application of a different form of payment, such

payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.

(c) Treatment of Installment Payments. Each payment of termination benefits under Section 5(b) of this Agreement shall be considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the Code.

(d) Timing of Release of Claims. Whenever in this Agreement a payment or benefit is conditioned on Employee’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within 60 days after Employee’s date of termination; failing which such payment or benefit shall be forfeited. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then such payment or benefit shall be made (or in the case of installment payments, installments that would have otherwise been payable during such 60-day period shall be accumulated and paid) on the 60th day after Employee’s date of termination provided such release shall have been executed and such revocation periods shall have expired. If such payment or benefit is exempt from Section 409A of the Code, Employer may elect to make or commence payment at any time during such 60-day period.

(e) Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Agreement by reason of Employee’s separation from service during a period in which Employee is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by Employer under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following Employee’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following Employee’s separation from service (or, if Employee dies during such period, within 30 days after Employee’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes of this Agreement, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.

11. Regulatory Action.

(a) If Employee is removed and/or permanently prohibited from participating in the conduct of Employer’s affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of Employer under this Agreement shall terminate, as of the effective date of such order.

(b) If Employee is suspended and/or temporarily prohibited from participating in the conduct of Employer’s affairs by a notice served under Section 8(e)(3) or 8(g)(1) of the FDIA (12 U.S.C. 1818(e)(3) and (g)(1)), all obligations of Employer under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer shall reinstate (in whole or in part) any of its obligations which were suspended.

(c) If Employer is in default (as defined in Section 3(x)(1) of the FDIA), all obligations under this Agreement shall terminate as of the date of default.

(d) All obligations under this Agreement shall be terminated, except to the extent a determination is made that continuation of the Agreement is necessary for the continued operation of the Employer (1) by the director of the FDIC or Employee’s or Employee’s designee (the “Director”), at the time the FDIC enters into an agreement to provide assistance to or on behalf of Employer under the authority contained in 13(c) of the FDIA; or (2) by the Director, at the time the Director approves a supervisory merger to resolve problems related to operation of Employer when Employer is determined by the Director to be in an unsafe and unsound condition.

(e) Notwithstanding anything contained in this Agreement to the contrary, no payments shall be made pursuant to any provision herein in contravention of the requirements of Section 2[18(k)] of the FDIA (12 U.S.C. 1828(k)). In particular, the provisions pertaining to the potential for payments shall have no force or effect as long as either the agreement concerning the potential for payments or the actual payment of such amounts would be considered a “golden parachute payment,” with the meaning of 12 C.F.R. Section 359.1(f).

IN WITNESS WHEREOF, the Parties hereto have duly executed and delivered this Agreement.

COLONY BANK

By: /s/ T. Heath Fountain

Name: T. Heath Fountain

Title: President and Chief Executive Officer

Date: April 22, 2021

EMPLOYEE

/s/ D. Andrew Borrmann

David Andrew Borrmann

Date: April 21, 2021

SEPARATION AND RELEASE AGREEMENT

† This Separation and Release Agreement (this “Agreement”) is entered into by and between DAVID ANDREW BORRMANN (“Employee”) and COLONY BANK, a Georgia state bank (the “Bank”).

WHEREAS, Employee joined the Bank as an employee by virtue of the merger of SouthCrest Bank, N.A. with and into the Bank;

WHEREAS, Employee and Bank are parties to that certain Employment Agreement, dated April 22, 2021 (the “Employment Agreement”), setting forth the terms of Employee’s employment with the Bank;

WHEREAS, Employee and the Bank wish to enter into this Agreement to document the terms of Employee’s separation of employment.

NOW, THEREFORE, in consideration of the mutual promises and undertakings contained in this Agreement and other good and valuable consideration, the Parties hereby agree as follows:

A.Definitions

a.Colony Bank Group: For purposes of this Agreement, “Colony Bank” means each of Colony Bank, all of its predecessors, successors, current, future and former parent entities, subsidiaries, affiliates, related companies, partnerships, investors, or joint ventures, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, and any other persons acting by, through, under or in concert with any of the persons or entities listed in this subsection, and their successors.

b.Consideration: For purposes of this Agreement, “Consideration” shall mean the severance payment identified in Section 3(a).

c.Employee: For purposes of this Agreement, “Employee” means David Andrew Borrmann and his heirs and successors.

d.The Parties: For purposes of this Agreement, the “Parties” means Employee and Colony Bank, collectively.

B.Separation Date

Employee acknowledges that his employment with the Bank ended effective January 24, 2023 (the “Separation Date”), whereupon all benefits and privileges related thereto cease, except as set forth herein.

A.Consideration

a.Severance Payment to Employee: In consideration of Employee’s execution and delivery of this Agreement and conditioned upon Employee’s non-revocation of this Agreement, the Bank shall pay to Employee an aggregate amount equal to THREE HUNDRED THOUSAND DOLLARS ($300,000.00), subject to applicable withholding and payable in approximately equal installments for a period of twelve (12) months (the “Severance Period”) in accordance with Employer’s ordinary payroll policies and practices currently in effect, with such payments commencing with Employer’s first regular payroll that occurs after the sixtieth (60th) day following the Separation Date and continuing for the Severance Period; provided that the first such payment shall consist of all amounts payable to Employee pursuant to this Section 3(a) between the Separation Date and the first payroll date to occur after the sixtieth (60th) day following the Separation Date.

b.No Further Obligations: Employee expressly acknowledges that the Bank is not otherwise obligated to make any other payments to Employee, including, but not limited to, any payments under the Employment Agreement.

c.Forfeiture of Restricted Shares: Employee expressly acknowledges that effective as of the Separation Date, Employee forfeited 4,667 restricted shares of Colony Bankcorp, Inc. common stock, $1.00 par value, awarded to Employee pursuant to that certain Restricted Stock Award Certificate dated January 1, 2022 and such restricted shares (including any dividend accrued with respect to such Restricted Shares) shall revert to Colony Bankcorp, Inc. without the payment by the Colony Bank Group of any consideration to Employee for such restricted shares.

d.Adequacy of Consideration: The Parties acknowledge the adequacy of the Consideration provided herein by each to the other. The Parties further acknowledge the adequacy of the “additional consideration” provided herein by each to the other, that this is a legally binding document, and that they intend to comply with and be faithful to its terms.

e.Taxes: Employee understands that the Bank will withhold applicable state and federal taxes from the payment referenced in Section 3(a) of this Agreement. The Bank will issue Employee an IRS Form W-2 in connection with the payments described in Section 3(a) above. Employee agrees and understands that he is ultimately and solely responsible for paying the correct amount of taxes on any amounts he receives in connection with his signature on this Agreement. Employee agrees not to make any claim against the Bank, or any other person based on how the Bank reports amounts paid under this Agreement to tax authorities or if an adverse determination is made as to the tax treatment of any amounts payable under this Agreement. In addition, Employee understands and agrees that the Bank has no duty to try to prevent such an adverse determination.

B.Complete Release

a.Claims Released by Employee: Subject only to the exceptions noted in Section 4(b), Employee is irrevocably and unconditionally releasing all known and unknown claims, promises, causes of action, or similar rights of any type that he had or may have (“Claims”) with respect to the Colony Bank Group. Employee understands that the Claims he is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as, but not limited to, the following:

i.Actual or alleged violations of: Title VII of the Civil Rights Act of 1964, as amended by subsequent congressional legislation including, without limitation, the Civil Rights Act of 1991, 42 U.S.C. §2000e, et seq.; the Employee Retirement Income Security Act of 1974 (ERISA), as amended, 29 U.S.C. §1001, et seq.; the Uniformed Services Employment and Reemployment Rights Act (USERRA); the Rehabilitation Act of 1973, as amended, 29 U.S.C. §701, et seq.; the Equal Pay Act of 1963; the Family and Medical Leave Act of 1993 (FMLA), 29 U.S.C. §2601 et seq., the Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. §12101, et seq.; the Age Discrimination in Employment Act, as amended (ADEA), 29 U.S.C. §621, et seq.; ); the Occupational Safety and Health Act (OSHA); Worker Adjustment and Retraining Notification (WARN) Act; the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA), the Genetic Information Nondiscrimination Act of 2008 (GINA); Sections 1981 and 1983 of the Civil Rights Act of 1866; and any other federal, state, or local laws prohibiting retaliation or employment discrimination;

ii.Actual or alleged violations of Georgia Equal Employment for Persons with Disabilities Code, the Georgia Discrimination in Employment Act, O.C.G.A. § 34-5- 1, the Georgia Age Discrimination Law, O.C.G.A. § 34-1-2;

iii.Other laws, such as any federal, state, or local laws restricting or effecting the Colony Bank Group’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring the Colony Bank Group to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, invasion of privacy, physical or personal injury, emotional distress, fraud, negligence, negligent misrepresentation, defamation, intentional tortuous conduct, abusive litigation, improper garnishment, assignment, or deduction from wages, health and/or safety violations, improper drug and/or alcohol testing, and/or any other common law or statutory causes of action.

iv.Actual or alleged violation arising under contract, tort, or common law; and

v.From any and all actions, causes of action, suits, claims, demands, debts, damages, costs and expenses, whatsoever, which employee now has or has never had related to, on account of, or arising out of any matter or event, including claims of physical injury, mental injury, and/or property damage.

vi.Release of Unknown Claims: Employee understands that he is releasing the Colony Bank Group from Claims that he may not know about and that it is his knowing and voluntary intent to release said unknown Claims, even though Employee recognizes that someday he might learn that some or all of the facts he currently believes to be true are untrue and even though he might then regret having signed this Agreement. Nevertheless, Employee is assuming that risk and agrees that this Agreement shall remain effective in all respects in any such case. Employee expressly waives all rights he might have under any law that is intended to protect him from waiving unknown Claims. Employee understands the significance of doing so.

b.Claims Retained by Employee: Employee irrevocably and unconditionally releases all the Claims described hereinabove that he had or may now have from the beginning of time until the date of this Agreement against the Colony Bank Group, except that he is not releasing any Claim that relates to:

i.His right to vested and accrued benefits under the benefit plans of Colony Bank Group, in accordance with the terms of such plans,

ii.His right to enforce this Agreement,

iii.Any rights or claims that arise after he signs this Agreement, or

iv.Any rights or claims that may not be released by law.

c.Confirmation of Receipt of Compensation: Employee hereby certifies that he has received all compensation and benefits due him other than vested and accrued benefits under the benefit plans of Colony Bank Group, which will be paid or provided in accordance with the terms of such plans, and acknowledges and agrees that he has no Claims against the Colony Bank Group arising under the Fair Labor Standards Act (“FLSA”), FMLA, NLRA, or False Claims Act.

C.Promises and Representations

a.Pursuit of Released Claims and Covenant Not to Sue: Employee represents and warrants that he has not filed or caused to be filed any lawsuit, complaint, or charge, with respect to any Claims this Agreement purports to waive, and, except as provided in Section 5(b) of this Agreement, he promises never to file or prosecute any other lawsuit, complaint or claim based on such Claims.

b.Protected Activity: Nothing in this Agreement shall affect those rights or claims that cannot be waived by law. Nothing contained in this Agreement shall be interpreted to prevent Employee from filing an administrative charge or from participating in or assisting the United States Equal Employment Opportunity Commission, the National

Labor Relations Board, or another federal or state agency in its investigation and pursuit of any matter which it deems appropriate. However, Employee recognizes and agrees that, by signing this Agreement, he is waiving any and all rights to reinstatement, damages, remedies, costs, attorneys’ fees, or other relief, either individually or as part of any collective action, any claim based upon any matter or things arising prior to the effective date of this Agreement as to any Claims he has released and any rights he has waived as a result of his execution of this Agreement.

c.No Knowledge of Claims: Employee acknowledges and represents that he is not aware of any employment practice, incident, circumstance, dispute, or problem which he considers to be the basis of a claim or complaint to be asserted against the Colony Bank Group as of the date of execution of this Agreement.

d.Ownership of Claims: Employee represents and warrants he has not sold, assigned, or transferred any Claim he is purporting to release, nor has he attempted to do so. Employee expressly represents that he has the full legal authority to enter into this Agreement for himself and his estate and does not require the approval of anyone else.

e.No Admission of Liability: Employee agrees not to assert that this Agreement is an admission of guilt or wrongdoing by any member of the Colony Bank Group, and he acknowledges that Colony Bank does not believe or admit that any member of the Colony Bank Group has done anything wrong, such being expressly denied by the Colony Bank Group.

f.This Agreement to be Kept Confidential: Except as provided in Section 5(b) of this Agreement, the Employee agrees that he will not publicize or disclose this Agreement or its details either directly or indirectly, that is, through the Employee’s agents, attorneys, or accountants, or any other person, either in specific or as to general content, to the public generally, including without limitation, any employee of the Bank other than Heath Fountain, or to any other person or entity, except and only to the extent that the Employee is lawfully compelled to do so by a court of competent jurisdiction or as hereinafter provided. The Employee’s agreement to keep confidential the terms of this Agreement extends to all persons other than the Employee’s attorneys, accountants, financial advisers, or other professionals who have a legitimate need to know the terms in order to render professional advice or services to the Employee, which shall in no event include any employee of the Bank other than Heath Fountain. Employee confirms by executing this Agreement that he has not engaged in any conduct to date that would violate the terms of this Paragraph. The Employee agrees not to identify or reveal any terms of the Agreement, except as otherwise provided herein, and the Employee agrees that the Employee will direct and bind the Employee’s accountants, attorneys, or other agents not to disclose this Agreement as well. Any publication or disclosure of the terms of this Agreement by the Employee shall be considered a material breach and the liquidated damages are agreed by The Parties to be the amount of the severance payments set forth in Section 3(a) of this Agreement. Notwithstanding the foregoing, the restrictions of this paragraph 5(f) will lapse upon a public disclosure of this Agreement by any member of the Colony Bank Group.

g.Non-Disparagement: Except as provided in Section 5(b) of this Agreement, the Employee agrees that the Employee will not make nor solicit any comments, statements or the like to or from others that may be considered to be derogatory or detrimental to the good name or business reputation of the Colony Bank Group. The Employee will not make or solicit any comments, statements or the like to or from others that may be considered to be derogatory or detrimental to the good name or personal reputation of the officers, shareholders, directors, employees, agents, successors, or assigns of the Colony Bank Group.

h.Cooperation: Employee shall cooperate fully with the Colony Bank Group in its defenses of or other participation in any administrative, legal or other proceeding arising from any charge, complaint or other legal action which has been or may be filed. In the event Employee is called upon to assist the Colony Bank Group, the Colony Bank Group will work with Employee to avoid any unreasonable interference such assistance might cause with Employee’s future employment. Nothing herein is intended to prohibit Employee from cooperating in any investigation or procedure initiated by the Equal Employment Opportunity Commission or any other investigating agency. In addition, nothing herein is intended to coerce testimony or suborn perjury. For a period of one (1) year following the date of this Agreement, Employee will be available to the Colony Bank Group to provide reasonable assistance with business-related questions that may arise about which Employee may have information. Employee agrees to use his reasonable best efforts to respond to such questions within one (1) business day. In no event will such business-related questions cause Employee to spend more than ten (10) hours per week assisting the Colony Bank Group with regard to such matters, and Employee will not be required to provide more than ten (10) hours of support pursuant to Section 5(h) unless the Bank provides compensation to Employee in an amount reasonably acceptable to Employee.

i.Colony Bank Property: Employee agrees that he will return all Bank reports, records and property, including any copies thereof, including but not limited to thumb drives, diskettes, tapes, notebooks, personnel data, memoranda, letters, notes, plans, analyses, recaps, credit cards, keys, laptop computers, cell phones, etc. to the Bank. Employee understands that he is not permitted to retain any Bank property when he leaves the Bank.

D.Consequences of Violating Promises

a.General Consequences: In addition to any other remedies or relief that may be available, the Parties agree to pay the reasonable attorneys’ fees and any damages the other may incur as a result of either breaching a promise made in this Agreement (such as by Employee suing the Colony Bank Group over a released Claim) or if any representation made in this Agreement was false when made. Employee further agrees that the Colony Bank Group would be irreparably harmed by any actual or threatened violation of Sections 5(f) and (g) that involves disclosure of the existence, terms, or amounts paid under this Agreement or the disparagement of the Colony Bank Group, and that the Colony Bank Group will be entitled to an injunction prohibiting Employee from committing any such violation.

b.Clawback: If Employee breaches the provisions of Section 8 of this Agreement (including, without limitation, the post-employment restrictions set forth in the Employment Agreement and incorporated herein), the Bank shall be entitled to recover all amounts paid to Employee under Section 3(a) hereof. Upon written notice to Employee detailing such breach, Employee agrees to repay to the Bank all amounts paid by the Bank to Employee under Section 3(a) hereof within sixty (60) days of such notice.

E.Consideration of Release: ADEA Requirements Satisfied.

Employee understands that this Agreement had to meet certain requirements to validly release any Age Discrimination in Employment Act (ADEA) claims he might have had, and he represents and warrants that all such requirements were satisfied. Specifically, Employee acknowledges that, before signing this Agreement, he was provided twenty-one (21) days to consider the contents of this Agreement. Employee further acknowledges that:

i.He took the time he needed to consider this Agreement before signing it;

ii.He carefully read this Agreement;

iii.He fully understands it;

iv.He is entering into it voluntarily;

v.He is receiving valuable consideration in exchange for execution of this Agreement that he would not otherwise be entitled to receive;

vi.He is waiving only current ADEA claims and does not wave future ADEA claims;

vii.Employee, in writing, was encouraged to discuss this Agreement with an attorney (at his own expense) before signing it, and that he did so to the extent he and his attorney deemed appropriate; and

viii.Employee was given seven (7) days within which to revoke the Agreement after signing it.

F.Ongoing Obligations

In exchange for the Consideration set forth in Section 3 above, the adequacy of which Employee acknowledges, Employee agrees as follows:

a.Employment Agreement Restrictions: Subject to Sections 8(b) and 8(c) below, Employee hereby re-affirms all post-employment covenants and restrictions set forth in the Employment Agreement and agrees that such restrictions are incorporated by reference into this Agreement.

b.Non-Competition Exception. The Bank consents to Employee’s service as (i) a Chief Financial Officer, (ii) other accounting and finance officer or employee, or (iii) consultant providing accounting or finance services, in each case within a fifty (50) mile radius of Employee’s principal office locations in which Employee worked for the Bank during the year preceding the Separation Date, even if such service would be deemed Competitive Services under the Employment Agreement. Nothing in this Section 8(b) shall be construed as altering the effect of any provision of the Employment Agreement other than Section 6(d) of the Employment Agreement.

c.Additional Non-Solicitation Duration: Employee agrees that the duration of the Non-Solicitation and Non-Recruitment restrictions set forth in the Employment Agreement shall be amended to eighteen (18) months. Specifically, by executing this Agreement, Employee agrees that, with respect to Sections 6(e) and 6(f) of the Employment Agreement, the Restricted Period shall be deemed to be time during Employee’s employment with the Bank, plus eighteen (18) months following the Separation Date.

G.Remedies, Choice of Law and Forum Selection

In addition to any other remedies at law or in equity it or he may have, including the relief specified in Section 6(a) of this Agreement, each party shall be entitled to seek equitable relief, including injunctive relief and specific performance in connection with a breach of the provisions of this Agreement. The Parties agree and acknowledge that all provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia exclusively and without reference to principles of conflict of laws. The Parties expressly consent to personal jurisdiction within the State of Georgia.

A.COBRA Entitlement

The Employee understands that the Employee will be offered continuation coverage of the Bank’s health insurance under the provisions of the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. 1161, et seq. (“COBRA”). The Employee shall be solely responsible for payment of monthly COBRA premiums as they come due, should Employee elect COBRA coverage. Employee acknowledges that if he selects to receive COBRA benefits and fails to make timely payments, a lapse in coverage will occur and that those COBRA benefits cannot be reinstated.

A.Colony Covenants

The Bank will instruct its existing directors and executive officers to refrain from making or soliciting any comments, statements, or the like to or from others that may be considered to be derogatory or detrimental to the good name or business reputation of Employee. For the avoidance of doubt, the Bank cannot control or monitor communications of these directors or executive officers or any

individuals. As a result, the Bank will not have any liability under this provision so long as it instructs its existing directors and executive officers to abide with its requirements. Further, nothing in this provision shall restrict the ability of any person to give truthful testimony in connection with any legal proceeding.

A.Miscellaneous

a.Entire Agreement: This is the entire agreement between Employee and the Bank. This Agreement may not be modified or canceled in any manner except by a writing signed by Employee and an authorized Bank official. Employee acknowledges that neither the Bank nor any of its agents, representatives, or attorneys has made any representations or promises to him other than those in or expressly referred to by this Agreement.

b.Severability: Should any part, term, or provision of this Agreement be declared or be determined by any court of competent jurisdiction to be wholly or partially illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts, terms, or provisions shall not be affected thereby, and said illegal, unenforceable, or invalid part, term, or provision shall be deemed not to be a part of this Agreement.

c.Successors: This Agreement binds all of Employee’s heirs, administrators, spouse, representatives, executors, successors, attorneys and assigns, and will inure to the benefit of the Bank. It also binds the Bank, its successors, assigns, and subsidiary and affiliated companies.

d.Neutral Reference: The Bank agrees to provide Employee with a neutral employment reference to prospective companies. Such neutral reference will consist solely of Employee’s dates of employment and job title(s) held.

e.Interpretation: This Agreement shall be construed as a whole according to its fair meaning. It shall not be construed strictly for or against Employee or the Bank. Whenever required by the context hereof, the singular shall be deemed to include plural, the plural shall be deemed to include singular, and the masculine, feminine and neuter genders shall each be deemed to include the others. The headings and titles of the sections and/or paragraphs of this Agreement are for convenience purposes only, and are not intended to define, limit, or construe the contents of the various paragraphs.

f.No Waiver by Colony Bank: The waiver by the Bank of any provision of this Agreement or a breach of any provision of this Agreement by Employee shall not operate or be construed as a further or continuing waiver of any subsequent breach by Employee. No waiver shall be valid or binding on the Bank unless made in writing and signed by an authorized officer of the Bank.

g.Voluntariness: The Parties hereto have read this Agreement and understand all of its terms, and each executes it voluntarily and with full consideration of its significance, and each person signing this Agreement on behalf of the Parties is authorized to execute the Agreement, and the Parties are bound by such signatures. The official signing on behalf of the Bank represents and warrants that he has the authority to bind the Bank.

h.Construction of Agreement: Employee and the Bank agree that construction of the covenants contained herein shall be in favor of their reasonable nature, legality, and enforceability, in that any reading causing unenforceability shall yield to a construction permitting enforceability. If any single covenant or clause shall be found unenforceable, it shall be severed, and the remaining covenants and clauses enforced in accordance with the tenor of the Agreement.

B.Revocation

Employee has seven (7) days after executing this Agreement in which to revoke this Agreement (the “Revocation Period”). Thereafter, this Agreement will be effective and enforceable. To revoke this Agreement, Employee shall deliver notice of such election in writing to the Bank’s representative, Lance Whitley at lance.whitley@colonybank.com, on or before 5:00 p.m. on the seventh (7th) day after execution via email or United States Postal Service. If the seventh (7th) day does not fall on a business

day, then the Revocation Period shall be deemed extended to 5:00 p.m. the next business day. This Agreement is not effective or enforceable until the Revocation Period has expired, and no monies or other consideration will be sent to Employee until after the Revocation Period has expired (assuming the Employee has not timely exercised his right to revoke the Agreement). If Employee revokes this Agreement, he understands that he will not receive any of the benefits described herein.

[ SIGNATURES ON FOLLOWING PAGE]

READ THIS AGREEMENT CAREFULLY AND CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT: IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS. IF YOU WISH, YOU SHOULD CONSULT AN ATTORNEY OR OTHER ADVISOR OR PERSON OF YOUR CHOICE.

Executed this 25th day of January 2023.

EMPLOYEE

/s/ D. Andrew Borrmann

UNOFFICIAL WITNESS DAVID ANDREW BORRMANN

COLONY BANK

/s/ T. Heath Fountain

UNOFFICIAL WITNESS By: T. HEATH FOUNTAIN

Its: Chief Executive Officer

For additional information, contact:

T. Heath Fountain

Chief Executive Officer

229-426-6000, extension 6012

COLONY BANKCORP REPORTS FOURTH QUARTER AND YEAR ENDED 2022 RESULTS

DECLARES QUARTERLY CASH DIVIDEND OF $0.11 PER SHARE

FITZGERALD, GA. (January 26, 2023) – Colony Bankcorp, Inc. (Nasdaq: CBAN) (“Colony” or the “Company”) today reported financial results for the fourth quarter of 2022 and for the year ended December 31, 2022. Financial highlights are shown below.

Financial Highlights:

•Net income increased to $5.6 million, or $0.31 per diluted share, for the fourth quarter of 2022, compared to $5.3 million, or $0.30 per diluted share, for the third quarter of 2022, and $4.2 million, or $0.30 per diluted share, for the fourth quarter of 2021.

•Operating net income of $5.6 million, or $0.31 per diluted share remained stable for the fourth quarter of 2022 as compared to $5.3 million, or $0.30 per diluted share, for the third quarter of 2022, and $5.2 million, or $0.40 per diluted share, for the fourth quarter of 2021 (see Reconciliation of Non-GAAP Measures).

•The tax rate for the quarter was meaningfully lower than trend due to the Company’s $500,000 contribution in a Georgia tax credit program with local hospitals. The tax rate for 2023 is estimated to be 18%.

•Provision for loan losses of $900,000 was recorded in fourth quarter of 2022, compared to $1.3 million in the third quarter of 2022, and $50,000 recorded in fourth quarter of 2021.

•Total loans were $1.74 billion at December 31, 2022, an increase of $150.5 million, or 9.49% from the prior quarter.

•Mortgage production was $92.6 million, and mortgage sales totaled $38.1 million in the fourth quarter of 2022 compared to $99.4 million and $68.5 million, respectively, for the third quarter of 2022. For the twelve months ended December 31, 2022, mortgage production was $402.9 million and mortgage sales totaled $280.1 million.

•Small Business Specialty Lending (“SBSL”) closed $29.0 million in Small Business Administration (“SBA”) loans and sold $18.0 million in SBA loans in the fourth quarter of 2022 compared to $19.4 million and $14.8 million, respectively, for the third quarter of 2022. For the twelve months ended December 31, 2022, SBA loans closed were $75.1 million and SBA loans sold were $64.5 million.

The Company also announced that on January 26, 2023, the Board of Directors declared a quarterly cash dividend of $0.11 per share, to be paid on its common stock on February 23, 2023, to shareholders of record as of the close of business on February 9, 2023. The Company had 17,598,123 shares of its common stock outstanding as of January 25, 2023.

In addition, the Company announced today that Terry L. Hester passed away on January 22, 2023. Terry began his career with Colony in 1978 and served as Executive Vice President and Chief Financial Officer at the time of his retirement in 2019. He was currently serving on the Board of Directors of the Company.

Today the Company also announced that Chief Financial Officer Andy Borrmann is leaving the Company to pursue other career opportunities. The Company has appointed Chief Executive Officer T. Heath Fountain to the additional role of Acting Chief Financial Officer of the Company, and current Chief Accounting Officer, Derek Shelnutt to the additional role of Acting Chief Financial Officer of Colony Bank. Shelnutt joined the Company in September of 2020, and has served in many roles in the treasury and finance areas, including Controller and Treasurer, before being named Chief Accounting Officer in May of 2022. He is a Certified Public Accountant and has experience in both banking and public accounting. The Company has initiated a search process for a new Chief Financial Officer.

Fountain continued, “I would like to thank Andy Borrmann for his contributions to the Company since joining us in 2021 through the SouthCrest merger. Andy has contributed significantly to our success, and we wish him well in his future endeavors.”

Commenting on today’s announcement, Heath Fountain, Chief Executive Officer, said, “We were also saddened to learn the recent news of the passing of our director Terry Hester. Our deepest sympathies go out to his family. Terry’s hard work ethic and dedication will leave a long lasting impact on the Colony team. He will be sorely missed by his colleagues in the Company and throughout the banking industry.”

Fountain added, “We are pleased to announce improved results for the 4th quarter of 2022. We continued to experience strong loan growth during the quarter. Our mortgage team also continued to deliver strong production, despite the higher interest environment we experienced in the late third and early fourth quarters. However, as mortgage rates rose, adjustable rate portfolio loan products became more attractive, and our production efforts shifted more toward this portfolio, meaningfully decreasing our secondary market production and thus our gain on sales revenue included within mortgage fee income for the quarter.”

“Earnings quality has also improved during the year, with 93% of our year to date earnings coming from the core bank as compared to 75% in 2021 and 2020. Investments in new lines of business continued to be a short term drag on earnings, reducing our return on assets by approximately 6 basis points in the fourth quarter and 4 basis points year to date.”

“Net interest margin decreased slightly during the quarter as we funded some of our loan growth with higher cost borrowings. We are pleased that we were able to grow core deposits during the quarter 2.5% in a very challenging rate environment. We have placed our bankers’ focus on growing deposits, and we believe our strong retail banking center footprint, combined with our enhanced calling efforts, can continue to profitably fund our loan growth.”

“We expect loan growth to slow considerably in the coming quarters, and should be more in line with our long term goal of 8 - 12% by the second half of the year. We are seeing our loan pipelines decrease as we continue to increase loan pricing, maintain strong credit standards and shift our focus away from commercial real estate lending. We continued to see strong asset quality, as nonperforming loans to total loans remained stable and levels of criticized and classified loans decreased.”

Balance Sheet

•Total assets were $2.94 billion at December 31, 2022, an increase of $130.7 million from September 30, 2022.

•Total loans, including loans held for sale, were at $1.75 billion at December 31, 2022, an increase of $144.3 million from the quarter ended September 30, 2022.

•Total deposits were $2.49 billion and $2.41 billion at December 31, 2022 and September 30, 2022, respectively, an increase of $81.3 million.

•Total borrowings at December 31, 2022 totaled $203.4 million, an increase of $45.0 million or, 28.4%, compared to September 30, 2022 related to additional Federal Home Loan Bank advances and borrowings from the Federal Reserve Bank.

Capital

•Colony continues to maintain a strong capital position, with ratios that exceed regulatory minimums required to be considered as “well-capitalized.”

•Preliminary tier one leverage ratio, tier one capital ratio, total risk-based capital ratio and common equity tier one capital ratio were 9.21%, 12.54%, 15.16%, and 11.39%, respectively, at December 31, 2022.

Fourth Quarter and December 31, 2022 Year to Date Results of Operations

•Net interest income, on a tax-equivalent basis, for the fourth quarter of 2022 totaled $21.5 million, compared to $19.2 million for the fourth quarter of 2021. Net interest income, on a tax-equivalent basis, for the twelve months ended December 31, 2022 totaled $81.1 million, compared to $66.7 million for the twelve months ended December 31, 2021. The increase during the quarter and twelve months ended December 31, 2022 compared to the same periods in 2021 is primarily attributable to increases in loan volume and purchases of investment securities, offset by increases in deposit rates and increases in borrowings to fund loan growth.

•Net interest margin for the quarter increased 7 basis points from the fourth quarter of 2021. This is primarily due to the purchase of higher yielding investment securities and an increase in rates paid on deposits with the Federal Reserve, partially offset by an increase in deposit rates and volume along with an increase in borrowings. Net interest margin for the twelve months ended December 31, 2022 decreased 19 basis points from the twelve months ended December 31, 2021. The decrease is the result of increased deposit rates along with an increase in borrowings.

•Noninterest income totaled $7.7 million for the fourth quarter ended December 31, 2022, a decrease of $3.1 million, or 28.9%, compared to the same period in 2021. The decrease was primarily attributable to decreases in mortgage fee income and SBSL loan sales. Noninterest income totaled $35.1 million for the twelve months ended December 31, 2022, a decrease of $1.2 million, or 3.4%, compared to the same period in 2021. The decrease was primarily attributable to decreases in mortgage fee income and SBSL loan sales, offset by growth in interchange fee income, service charges on deposits and insurance commissions.

•Noninterest expense totaled $21.8 million for the fourth quarter ended December 31, 2022, compared to $24.5 million for the same period in 2021. The decrease was attributable to acquisition costs in the prior period as well as a decrease in salaries. Noninterest expense totaled $89.5 million for the twelve months ended December 31, 2022, compared to $78.6 million for the same period in 2021. The increase for the twelve month period was primarily related to increases in salaries and information technology related to the acquisition of SouthCrest Financial Group, Inc. (“SouthCrest”) in August of 2021.

Asset Quality

•Nonperforming assets totaled $6.4 million and $5.5 million at December 31, 2022 and September 30, 2022, respectively, an increase of $813,000.

•Other real estate owned and repossessed assets totaled approximately $651,000 at December 31, 2022, and $246,000 at September 30, 2022, an increase of $405,000.

•Net loans charged-off were $154,000, or 0.04% of average loans for the fourth quarter of 2022, compared to net charge-offs of $198,000 or 0.05% for the third quarter of 2022.

•The loan loss reserve was $16.1 million, or 0.93% of total loans, at December 31, 2022, compared to $15.2 million, or 0.96% of total loans at September 30, 2022, and $12.9 million, or 0.96% of total loans, at December 31, 2021.

As noted above and in the table on page 8, overall asset quality remains strong.

Stock Buyback Authorization

On October 20, 2022, the Board of Directors of the Company authorized a stock buyback program, under which the

Company may repurchase up to $12 million of its outstanding common stock. Repurchases under this program may

be made from time to time through open market purchases, privately negotiated transactions or such other manners

as will comply with applicable laws and regulations. The timing and actual number of shares repurchased will

depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other

corporate liquidity requirements and priorities. The buyback program does not obligate the Company to purchase

any particular number of shares and there is no guarantee as to the exact number of shares that will be repurchased

by the Company. The buyback program is intended to expire at the end of 2023 but may be suspended, modified or

terminated by the Company at any time and for any reason, without prior notice. As of December 31, 2022, 40,000 shares had been repurchased at a price of $13.50, leaving $11.5 million available for future repurchase.

Earnings call information

The Company will host an earnings conference call at 9:00 a.m. EST on Friday, January 27, 2023, to discuss the recent results and answer appropriate questions. The conference call can be accessed by dialing 1-844-200-6205 (or 1-929-526-1599 for international participants). The conference call access code is 430149. A replay of the call will be available until Friday, February 3, 2023. To listen to the replay, dial 1-866-813-9403 and enter the access code 892811.

About Colony Bankcorp

Colony Bankcorp, Inc. is the bank holding company for Colony Bank. Founded in 1975 and headquartered in Fitzgerald, Georgia, Colony operates 35 locations throughout Georgia. At Colony Bank, we offer a wide range of banking services including personal banking, business banking, mortgage solutions, government guaranteed lending solutions, and more. We have expanded our services to also include consumer insurance products, such as automotive, homeowners, and other insurance needs for our community. Colony’s common stock is traded on the

NASDAQ Global Market under the symbol “CBAN.” For more information, please visit www.colony.bank. You can also follow the Company on social media.

Forward-Looking Statements

Certain statements contained in this press release that are not statements of historical fact constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, certain statements may be contained in the Company’s future filings with the SEC, in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Examples of forward-looking statements include, but are not limited to: (i) projections and/or expectations of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statement of plans and objectives of Colony Bankcorp, Inc. or its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; (iv) statements regarding growth strategy, capital management, liquidity and funding, and future profitability; (v) statements regarding the effects of the COVID-19 pandemic and related variants on the Company’s business and financial results and conditions; and (vi) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Factors that might cause such differences include, but are not limited to: the impact of current and economic conditions, particularly those affecting the financial services industry, including the effects of declines in the real estate market, high unemployment rates, inflationary pressures, elevated interest rates and slowdowns in economic growth, as well as the financial stress on borrowers as a result of the foregoing; the risks of changes in interest rates and their effects on the level, cost, and composition of, and competition for, deposits, loan demand and timing of payments, the values of loan collateral, securities, and interest sensitive assets and liabilities; the ability to attract new or retain existing deposits, to retain or grow loans or additional interest and fee income, or to control noninterest expense; the effect of pricing pressures on the Company’s net interest margin; the failure of assumptions underlying the establishment of reserves for possible credit losses, fair value for loans and other real estate owned; changes in real estate values; the Company’s ability to implement its various strategic and growth initiatives; increased competition in the financial services industry, particularly from regional and national institutions, as well as from fintech companies; economic conditions, either nationally or locally, in areas in which the Company conducts operations being less favorable than expected; changes in the prices, values and sales volumes of residential and commercial real estate; developments in our mortgage banking business, including loan modifications, general demand, and the effects of judicial or regulatory requirements or guidance; legislation or regulatory changes which adversely affect the ability of the consolidated Company to conduct business combinations or new operations; the continued impact of the COVID-19 pandemic and related variants on the Company’s assets, business, cash flows, financial condition, liquidity, prospects and results of operations; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of the Company’s participation in and execution of government programs related to the COVID-19 pandemic and related variants; potential impact of the phase-out of the London Interbank Offered Rate (“LIBOR”) or other changes involving LIBOR; a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, or uncertainties surrounding the debt ceiling and the federal budget; significant turbulence or a disruption in the capital or financial markets and the effect of a fall in the stock market prices on our investment securities; the effects of war or other conflicts including the impacts related to or resulting from Russia’s military action in Ukraine; risks related to the Company’s recently completed acquisitions, including that the anticipated benefits from the recently completed acquisitions are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions or other unexpected factors or events; the risks associated with the Company’s pursuit of future acquisitions; and general competitive, economic, political and market conditions or other unexpected factors or events. These and other factors, risks and uncertainties could cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Many of these factors are beyond the Company’s ability to control or predict.

Forward-looking statements speak only as of the date on which such statements are made. These forward-looking statements are based upon information presently known to the Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company’s filings with the Securities and Exchange

Commission, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” and in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements.

Explanation of Certain Unaudited Non-GAAP Financial Measures

The measures entitled operating net income, adjusted earnings per diluted share, tangible book value per common share, tangible equity to tangible assets, operating efficiency ratio and pre-provision net revenue are not measures recognized under U.S. generally accepted accounting principles (GAAP) and therefore are considered non-GAAP financial measures. The most comparable GAAP measures are net income, diluted earnings per share, book value per common share, total equity to total assets, efficiency ratio, and net interest income before provision for credit losses, respectively. Operating net income and operating efficiency ratio both exclude acquisition-related expenses. Acquisition-related expenses include fees associated with current period acquisitions and ongoing amortization of intangibles related to prior acquisitions. Adjusted earnings per diluted share includes the adjustments to operating net income. Tangible book value per common share and tangible equity to tangible assets exclude goodwill and other intangibles. Pre-provision net revenue is calculated by adding noninterest income to net interest income before provision for credit losses, and subtracting noninterest expense.

Management uses these non-GAAP financial measures in its analysis of the Company's performance and believes these presentations provide useful supplemental information, and a clearer understanding of the Company's performance, and if not provided would be requested by the investor community. The Company believes the non-GAAP measures enhance investors' understanding of the Company's business and performance. These measures are also useful in understanding performance trends and facilitate comparisons with the performance of other financial institutions. The limitations associated with operating measures are the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently.

These disclosures should not be considered an alternative to GAAP. The computations of operating net income, adjusted earnings per diluted share, tangible book value per common share, tangible equity to tangible assets, operating efficiency ratio, and pre-provision net revenue and the reconciliation of these measures to net income, diluted earnings per share, book value per common share, total equity to total assets, efficiency ratio, and net interest income before provision for credit losses are set forth in the table below.


Colony Bankcorp, Inc.
Reconciliation of Non-GAAP Measures

	2022												2021
(dollars in thousands, except per share data)	Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter






Operating net income reconciliation
Net income (GAAP)	$	5,551		$	5,252		$	3,415		$	5,324		$	4,160
FHLB mark from called borrowings	—			—			751			—			—
Severance costs	—			—			1,346			—			—
Acquisition-related expenses	—			2			1			139			1,261
Writedown of bank premises	—			—			—			—			90

Income tax benefit	—			—			(272)			(26)			(284)
Operating net income	$	5,551		$	5,254		$	5,241		$	5,437		$	5,227
Weighted average diluted shares	17,630,971			17,645,119			17,586,276			15,877,695			13,673,998
Adjusted earnings per diluted share	$	0.31		$	0.30		$	0.30		$	0.37		$	0.40

Tangible book value per common share reconciliation
Book value per common share (GAAP)	$	13.08		$	12.81		$	13.34		$	14.23		$	15.92
Effect of goodwill and other intangibles	(3.10)			(3.12)			(3.44)			(3.40)			(4.51)
Tangible book value per common share	$	9.98		$	9.69		$	9.90		$	10.83		$	11.41

Tangible equity to tangible assets reconciliation
Equity to assets (GAAP)	7.84		%	8.06		%	8.60		%	9.32		%	8.09		%
Effect of goodwill and other intangibles	(1.74)		%	(1.84)		%	(2.08)		%	(2.07)		%	(2.15)		%
Tangible equity to tangible assets	6.10		%	6.22		%	6.52		%	7.25		%	5.93		%

Operating efficiency ratio calculation
Efficiency ratio (GAAP)	75.03		%	73.57		%	83.75		%	76.94		%	82.15		%
Severance costs	—			—			(4.61)			—			—
Acquisition-related expenses	—			(0.01)			—			(2.20)			(5.33)
Writedown of bank premises	—			—			—			—			(0.30)


Operating efficiency ratio	75.03		%	73.56		%	79.14		%	74.74		%	76.52		%

Pre-provision net revenue
Net interest income before provision for credit losses	$	21,400		$	20,865		$	19,167		$	19,188		$	19,022
Noninterest income	7,688			8,179			10,058			9,152			10,815
	$	29,088		$	29,044		$	29,225		$	28,340		$	29,837

Noninterest expense	21,826			21,367			24,476			21,805			24,512
Pre-provision net revenue	$	7,262		$	7,677		$	4,749		$	6,535		$	5,325


Colony Bankcorp, Inc.
Selected Financial Information

	2022												2021
(dollars in thousands, except per share data)	Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter
EARNINGS SUMMARY
Net interest income	$	21,400		$	20,865		$	19,167		$	19,188		$	19,022
Provision for loan losses	900			1,320			1,100			50			50
Noninterest income	7,688			8,179			10,058			9,152			10,815
Noninterest expense	21,826			21,367			24,476			21,805			24,512
Income taxes	811			1,105			234			1,161			1,116
Net income	5,551			5,252			3,415			5,324			4,159
PERFORMANCE MEASURES
Per common share:
Common shares outstanding	17,598,123			17,641,123			17,581,212			17,586,333			13,673,898
Weighted average basic shares	17,630,971			17,645,119			17,586,276			15,877,695			13,673,998
Weighted average diluted shares	17,630,971			17,645,119			17,586,276			15,877,695			13,673,998
Earnings per basic share	$	0.31		$	0.30		$	0.19		$	0.34		$	0.30
Earnings per diluted share	0.31			0.30			0.19			0.34			0.30
Adjusted earnings per diluted share(b)	0.31			0.30			0.30			0.37			0.40
Cash dividends declared per share	0.1075			0.1075			0.1075			0.1075			0.1025
Common book value per share	13.08			12.81			13.34			14.23			15.92
Tangible book value per common share(b)	9.98			9.69			9.90			10.83			11.41
Pre-provision net revenue(b)	$	7,262		$	7,677		$	4,749		$	6,535		$	5,325

Performance ratios:
Net interest margin (a)	3.23		%	3.25		%	3.15		%	3.13		%	3.16		%
Return on average assets	0.77			0.75			0.51			0.81			0.64
Return on average total equity	9.76			8.85			5.68			8.88			7.65
Efficiency ratio	75.03			73.56			83.75			76.94			82.15
Operating efficiency ratio (b)	75.03			73.56			79.14			74.74			76.52


Colony Bankcorp, Inc.
Selected Financial Information

	2022												2021
(dollars in thousands, except per share data)	Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter
ASSET QUALITY
Nonperforming loans (NPLs)	$	5,710		$	5,302		$	4,948		$	6,171		$	5,449
Other real estate owned	651			246			246			246			281
Repossessed assets	—			—			47			48			49
Total nonperforming assets (NPAs)	6,361			5,548			5,241			6,465			5,779
Classified loans	14,414			17,755			19,247			18,306			19,016
Criticized loans	39,760			43,377			49,204			52,859			58,938
Net loan (recoveries)/charge-offs	154			198			58			41			(17)
Allowance for loan losses to total loans	0.93		%	0.96		%	0.96		%	0.95		%	0.96		%
Allowance for loan losses to total NPLs	282.45			286.34			282.19			209.35			236.92
Allowance for loan losses to total NPAs	253.55			273.65			266.42			199.83			223.40
Net (recoveries)/charge-offs to average loans	0.04			0.05			0.02			0.01			(0.01)
NPLs to total loans	0.33			0.33			0.34			0.46			0.41
NPAs to total assets	0.22			0.20			0.19			0.24			0.21
NPAs to total loans and foreclosed assets	0.37			0.35			0.36			0.48			0.43


AVERAGE BALANCES
Total assets	2,863,046			2,777,390			2,676,612			2,679,242			2,589,908
Loans, net	1,637,034			1,509,202			1,384,795			1,333,784			1,306,796
Loans, held for sale	22,644			30,238			29,843			28,650			38,543
Deposits	2,460,664			2,366,710			2,325,756			2,341,357			2,274,910
Total stockholders’ equity	225,639			235,557			241,281			243,120			215,783
(a) Computed using fully taxable-equivalent net income.
(b) Non-GAAP measure - see “Explanation of Certain Unaudited Non-GAAP Financial Measures” for more information and reconciliation to GAAP.


Colony Bankcorp, Inc.
Average Balance Sheet and Net Interest Analysis

	Three Months Ended December 31,
	2022						2021
(dollars in thousands)	Average Balances		Income/ Expense		Yields/ Rates		Average Balances		Income/ Expense		Yields/ Rates
Assets
Interest-earning assets:
Loans, net of unearned income 1	$	1,675,324	$	20,320	4.81	%	$	1,345,339	$	16,489	4.86	%
Investment securities, taxable	787,471		5,159		2.60	%	782,906		3,332		1.69	%
Investment securities, tax-exempt 2	114,785		567		1.96	%	101,941		485		1.89	%
Deposits in banks and short term investments	63,320		450		2.82	%	180,784		59		0.13	%
Total interest-earning assets	2,640,900		26,496		3.98	%	2,410,970		20,365		3.35	%
Noninterest-earning assets	222,147						178,938
Total assets	$	2,863,046					$	2,589,908
Liabilities and stockholders' equity
Interest-bearing liabilities:
Interest-earning demand and savings	$	1,458,051	$	1,706	0.46	%	$	1,357,634	$	299	0.09	%
Other time	438,599		1,496		1.35	%	354,663		381		0.43	%
Total interest-bearing deposits	1,896,650		3,202		0.67	%	1,712,297		680		0.16	%
Federal funds purchased	2,878		32		4.34	%	—		—		—	%
Federal Home Loan Bank advances	90,978		818		3.57	%	51,621		252		1.94	%

Other borrowings	68,295		930		5.40	%	37,038		247		2.64	%
Total other interest-bearing liabilities	162,151		1,780		4.35	%	88,659		499		2.23	%
Total interest-bearing liabilities	2,058,801		4,982		0.96	%	1,800,956		1,179		0.26	%
Noninterest-bearing liabilities:
Demand deposits	564,014						$	562,613
Other liabilities	14,592						10,556
Stockholders' equity	225,639						215,783
Total noninterest-bearing liabilities and stockholders' equity	804,245						788,952
Total liabilities and stockholders' equity	$	2,863,046					$	2,589,908
Interest rate spread					3.02	%					3.09	%
Net interest income			$	21,515					$	19,186
Net interest margin					3.23	%					3.16	%

1The average balance of loans includes the average balance of nonaccrual loans. Income on such loans is recognized and recorded on the cash basis. Taxable-equivalent adjustments totaling $35,000 and $61,000 for the quarters ended December 31, 2022 and 2021, respectively, are included in income and fees on loans. Accretion income of $40,000 and $95,000 for the quarter ended December 31, 2022 and 2021 are also included in income and fees on loans.

2Taxable-equivalent adjustments totaling $79,000 and $102,000 for the quarters ended December 31, 2022 and 2021, respectively, are included in tax-exempt interest on investment securities.


Colony Bankcorp, Inc.
Average Balance Sheet and Net Interest Analysis

	Twelve months ended December 31,
	2022						2021
(dollars in thousands)	Average Balances		Income/ Expense		Yields/ Rates		Average Balances		Income/ Expense		Yields/ Rates
Assets
Interest-earning assets:
Loans, net of unearned income 3	$	1,505,792	$	70,856	4.71	%	$	1,186,919	$	60,380	5.09	%
Investment securities, taxable	820,356		17,954		2.19	%	547,793		9,343		1.71	%
Investment securities, tax-exempt 4	116,154		2,247		1.93	%	61,476		1,161		1.89	%
Deposits in banks and short term investments	91,825		887		0.97	%	169,188		214		0.13	%
Total interest-earning assets	2,534,127		91,944		3.63	%	1,965,376		71,098		3.62	%
Noninterest-earning assets	215,722						135,916
Total assets	$	2,749,849					$	2,101,292
Liabilities and stockholders' equity
Interest-bearing liabilities:
Interest-earning demand and savings	$	1,439,234	$	3,047	0.21	%	$	1,073,824	$	929	0.09	%
Other time	370,375		2,829		0.76	%	297,704		1,672		0.56	%
Total interest-bearing deposits	1,809,609		5,876		0.32	%	1,371,528		2,601		0.19	%
Federal funds purchased	2,835		54		1.89	%	—		—		—	%
Federal Home Loan Bank advances5	71,690		2,564		3.58	%	34,849		691		1.98	%
Paycheck Protection Program Liquidity Facility	—		—		—	%	25,546		93		0.36	%
Other borrowings	52,872		2,371		4.48	%	32,686		1,012		3.10	%
Total other interest-bearing liabilities	127,397		4,989		3.92	%	93,081		1,796		1.93	%
Total interest-bearing liabilities	1,937,006		10,865		0.56	%	1,464,609		4,397		0.30	%
Noninterest-bearing liabilities:
Demand deposits	$	564,322					$	449,445
Other liabilities	12,174						11,195
Stockholders' equity	236,349						176,043
Total noninterest-bearing liabilities and stockholders' equity	812,845						636,683
Total liabilities and stockholders' equity	$	2,749,851					$	2,101,292
Interest rate spread					3.07	%					3.32	%
Net interest income			$	81,079					$	66,701
Net interest margin					3.20	%					3.39	%

3 The average balance of loans includes the average balance of nonaccrual loans. Income on such loans is recognized and recorded on the cash basis. Taxable-equivalent adjustments totaling $139,000 and $268,000 for the twelve months ended December 31, 2022 and 2021, respectively, are included in income and fees on loans. Accretion income of $590,000 and $470,000 for the twelve months ended December 31, 2022 and 2021 are also included in income and fees on loans.

4 Taxable-equivalent adjustments totaling $315,000 and $244,000 for the twelve months ended December 31, 2022 and 2021, respectively, are included in tax-exempt interest on investment securities.

5Federal Home Loan Bank advances interest expense includes $751,000 for the twelve months ended December 31, 2022 and is the recognized mark on two advances that were acquired in the SouthCrest acquisition that were called early.


Colony Bankcorp, Inc.
Segment Reporting
	2022								2021
(dollars in thousands)	Fourth Quarter		Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Banking Division
Net interest income	$	21,037	$	20,508	$	18,819	$	18,824	$	18,316
Provision for loan losses	900		1,320		1,100		50		50
Noninterest income	4,312		4,288		5,187		4,300		4,480
Noninterest expenses	18,038		17,537		19,504		17,701		19,280
Income taxes	837		1,047		227		900		475
Segment income	$	5,574	$	4,892	$	3,175	$	4,473	$	2,991

Total segment assets	$	2,857,893	$	2,738,082	$	2,664,966	$	2,627,450	$	2,620,501



Full time employees	427		396		396		404		400

Mortgage Banking Division
Net interest income	$	(43)	$	17	$	57	$	71	$	114
Provision for loan losses	—		—		—		—		—
Noninterest income	1,637		2,345		2,736		2,912		3,102
Noninterest expenses	1,936		2,289		2,799		2,711		2,869
Income taxes	(6)		10		(7)		101		334
Segment income	$	(336)	$	63	$	1	$	171	$	13

Total segment assets	$	18,221	$	16,905	$	20,183	$	19,417	$	25,149

Full time employees	65		61		59		62		55

Small Business Specialty Lending Division
Net interest income	$	406	$	340	$	291	$	293	$	592
Provision for loan losses	—		—		—		—		—
Noninterest income	1,739		1,546		2,135		1,940		3,233
Noninterest expenses	1,852		1,541		2,173		1,393		2,363
Income taxes	(20)		48		14		160		307
Segment income	$	313	$	297	$	239	$	680	$	1,155

Total segment assets	$	60,456	$	50,925	$	43,553	$	39,921	$	46,065

Full time employees	30		29		28		28		26

Total Consolidated
Net interest income	$	21,400	$	20,865	$	19,167	$	19,188	$	19,022
Provision for loan losses	900		1,320		1,100		50		50
Noninterest income	7,688		8,179		10,058		9,152		10,815
Noninterest expenses	21,826		21,367		24,476		21,805		24,512
Income taxes	811		1,105		234		1,161		1,116
Segment income	$	5,551	$	5,252	$	3,415	$	5,324	$	4,159

Total segment assets	$	2,936,570	$	2,805,912	$	2,728,702	$	2,686,788	$	2,691,715

Full time employees	522		486		483		494		481


Colony Bankcorp, Inc.
Consolidated Balance Sheets
	December 31, 2022		December 31, 2021
(dollars in thousands)	(unaudited)		(audited)
ASSETS
Cash and due from banks	$	20,584	$	18,975
Interest-bearing deposits in banks and federal funds sold	60,094		178,257
Cash and cash equivalents	80,678		197,232
Investment securities available for sale, at fair value	432,553		938,164
Investment securities held to maturity, at amortized cost	465,858		—
Other investments, at cost	13,793		14,012
Loans held for sale	17,743		38,150
Loans, net of unearned income	1,737,106		1,337,977
Allowance for loan losses	(16,128)		(12,910)
Loans, net	1,720,978		1,325,067
Premises and equipment	41,606		43,033
Other real estate	651		281
Goodwill	48,923		52,906
Other intangible assets	5,664		7,389
Bank owned life insurance	55,504		55,159
Deferred income taxes, net	28,199		3,644
Other assets	24,420		16,678
Total assets	$	2,936,570	$	2,691,715

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits:
Noninterest-bearing	$	569,170	$	552,576
Interest-bearing	1,921,827		1,822,032
Total deposits	2,490,997		2,374,608

Federal Home Loan Bank advances	125,000		51,656
Other borrowed money	78,352		36,792
Accrued expenses and other liabilities	11,953		10,952
Total liabilities	$	2,706,302	$	2,474,008

Stockholders’ equity
Common stock, $1 par value; 50,000,000 and 20,000,000 shares authorized, 17,598,123 and 13,673,898 issued and outstanding, respectively	$	17,598	$	13,674
Paid in capital	167,537		111,021
Retained earnings	111,573		99,189
Accumulated other comprehensive loss, net of tax	(66,440)		(6,177)
Total stockholders’ equity	230,268		217,707
Total liabilities and stockholders’ equity	$	2,936,570	$	2,691,715


Colony Bankcorp, Inc.
Consolidated Statements of Income (unaudited)
	Three months ended December 31,				Twelve months ended December 31,
	2022		2021		2022		2021
(dollars in thousands, except per share data)
Interest income:
Loans, including fees	$	20,285	16,428		$	70,717	60,112
Investment securities	5,647		3,715		19,887		10,260
Deposits in banks and short term investments	450		58		886		214
Total interest income	26,382		20,201		91,490		70,586

Interest expense:
Deposits	3,202		679		5,876		2,601
Federal funds purchased	32		—		54		—
Federal Home Loan Bank advances	818		253		2,564		691
Paycheck Protection Program Liquidity Facility	—		—		—		93
Other borrowings	930		247		2,371		1,012
Total interest expense	4,982		1,179		10,865		4,397
Net interest income	21,400		19,022		80,625		66,189
Provision for loan losses	900		50		3,370		700
Net interest income after provision for loan losses	20,500		18,972		77,255		65,489

Noninterest income:
Service charges on deposits	2,052		1,935		7,875		6,213
Mortgage fee income	1,194		3,106		8,550		13,213
Gain on sale of SBA loans	1,411		2,999		6,216		7,547
(Loss)/Gain on sale of securities	(10)		(224)		(82)		(87)
Interchange fees	2,043		1,988		8,381		6,929
BOLI income	336		331		1,313		1,041
Other	662		680		2,819		1,434
Total noninterest income	7,688		10,815		35,072		36,290

Noninterest expense:
Salaries and employee benefits	12,311		13,689		52,809		45,596
Occupancy and equipment	1,663		1,979		6,534		6,149
Acquisition related	1		1,592		142		4,617
Information technology expenses	2,552		2,180		9,947		7,673
Professional fees	659		976		3,432		2,951
Advertising and public relations	1,259		840		3,664		2,657
Communications	277		536		1,602		1,373
Writedown of bank premises	—		90		—		90

Other	3,104		2,630		11,345		7,519
Total noninterest expense	21,826		24,512		89,475		78,625
Income before income taxes	6,362		5,275		22,852		23,154
Income taxes	811		1,116		3,310		4,495
Net income	$	5,551	$	4,159	$	19,542	$	18,659
Earnings per common share:
Basic	$	0.31	$	0.30	$	1.14	$	1.66
Diluted	0.31		0.30		1.14		1.66
Dividends declared per share	0.1075		0.1025		0.43		0.41
Weighted average common shares outstanding:
Basic	17,630,971		13,673,898		17,191,079		11,254,130
Diluted	17,630,971		13,673,898		17,191,079		11,254,130


Colony Bankcorp, Inc.
Quarterly Comparison
	2022												2021
(dollars in thousands, except per share data)	Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Fourth Quarter
Assets	$	2,936,570		$	2,805,912		$	2,728,702		$	2,686,788		$	2,691,715
Loans, net	1,720,978			1,571,431			1,438,842			1,341,113			1,325,067
Deposits	2,490,997			2,409,662			2,331,511			2,350,786			2,374,608
Total equity	230,268			226,067			234,595			250,277			217,707
Net income	5,551			5,252			3,415			5,324			4,160
Earnings per basic share	$	0.31		$	0.30		$	0.19		$	0.34		$	0.30

Key Performance Ratios:
Return on average assets	0.77		%	0.75		%	0.51		%	0.81		%	0.64		%
Return on average total equity	9.76		%	8.85		%	5.68		%	8.88		%	7.65		%
Total equity to total assets	7.84		%	8.06		%	8.60		%	9.32		%	8.09		%
Tangible equity to tangible assets (a)	6.10		%	6.22		%	6.52		%	7.25		%	5.93		%
Net interest margin	3.23		%	3.25		%	3.15		%	3.13		%	3.16		%
(a) Non-GAAP measure - see “Explanation of Certain Unaudited Non-GAAP Financial Measures” for more information and reconciliation to GAAP.


Colony Bankcorp, Inc.
Quarterly Loan Comparison
	2022								2021
(dollars in thousands)	Fourth Quarter		Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Core	$	1,540,466	$	1,372,159	$	1,217,498	$	1,093,126	$	990,063
Paycheck Protection Program (“PPP”)	95		98		128		387		8,486
Purchased	196,545		214,356		235,179		260,519		339,428
Total	$	1,737,106	$	1,586,613	$	1,452,805	$	1,354,032	$	1,337,977


Colony Bankcorp, Inc.
Quarterly Loans by Location Comparison
	2022								2021
(dollars in thousands)	Fourth Quarter		Third Quarter		Second Quarter		First Quarter		Fourth Quarter
Atlanta	$	355,010	$	342,944	$	287,460	$	246,629	$	281,040
Augusta	58,042		47,532		36,545		38,462		36,268
Alabama	21,438		7,291		2,255		—		—
Middle Georgia	185,985		168,725		146,159		117,336		117,788
Northwest Georgia	63,994		45,482		38,520		38,430		27,167
Coastal Georgia	280,516		266,626		259,248		237,621		235,799
South Central Georgia	360,435		354,746		348,273		345,421		336,849
Southwest Georgia	130,100		125,309		127,783		118,263		105,937
West Georgia	234,224		191,371		181,791		168,071		161,678
Small Business Specialty Lending	45,849		35,169		23,411		39,934		23,101
Paycheck Protection Program	95		98		128		387		8,486
Purchase Accounting	(452)		(492)		(614)		(697)		(948)
Other	1,870		1,812		1,846		4,175		4,812
Total	$	1,737,106	$	1,586,613	$	1,452,805	$	1,354,032	$	1,337,977

1 INVESTOR PRESENTATION FOURTH QUARTER - 2022

2 This presentation contains "forward-looking statements“ within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, certain statements may be contained in Colony Bankcorp, Inc's (the "Company") future filings with the Securities and Exchange Commission (the "SEC"), in press releases, and in oral and written statements made by or with the approval of the Company that are not statements of historical fact and constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Examples of forward-looking statements include, but are not limited to: (i) projections and/or expectations of revenues, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statement of plans and objectives of Colony Bankcorp, Inc. or its management or Board of Directors, including those relating to products or services; (iii) statements of future economic performance; (iv) statements regarding growth strategy, capital management, liquidity and funding and future profitability; (v) statements regarding the effects of the COVID-19 pandemic and related variants on the Company’s business and financial results and conditions; and (vi) statements of assumptions underlying such statements. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties. Factors that might cause such differences include, but are not limited to: the impact of current and economic conditions, particularly those affecting the financial services industry, including the effects of declines in the real estate market, high unemployment rates, inflationary pressures, elevated interest rates and slowdowns in economic growth, as well as the financial stress on borrowers as a result of the foregoing; the risks of changes in interest rates and their effects on the level, cost, and composition of, and competition for, deposits, loan demand and timing of payments, the values of loan collateral, securities, and interest sensitive assets and liabilities; the ability to attract new or retain existing deposits, to retain or grow loans or additional interest and fee income, or to control noninterest expense; the effect of pricing pressures on the Company’s net interest margin; the failure of assumptions underlying the establishment of reserves for possible credit losses, fair value for loans and other real estate owned; changes in real estate values; the Company’s ability to implement its various strategic and growth initiatives; increased competition in the financial services industry, particularly from regional and national institutions, as well as from fintech companies; economic conditions, either nationally or locally, in areas in which the Company conducts operations being less favorable than expected; changes in the prices, values and sales volumes of residential and commercial real estate; developments in our mortgage banking business, including loan modifications, general demand, and the effects or judicial or regulatory requirements or guidance; legislation or regulatory changes which adversely affect the ability of the consolidated Company to conduct business combinations or new operations; the impact of the continued COVID-19 pandemic and related variants on the Company’s assets, business, cash flows, financial condition, liquidity, prospects and results of operations; adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions, including as a result of the Company's participation in and execution of government programs related to the COVID-19 pandemic and related variants; potential impact of the phase-out of the London Interbank Offered Rate (“LIBOR”) or other changes involving LIBOR; a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, or uncertainties surrounding the debt ceiling and the federal budget; significant turbulence or a disruption in the capital or financial markets and the effect or a fall in stock market prices on our investment securities; the effects of war or other conflicts including the impacts related to or resulting from Russia’s military action in Ukraine; risks related to the Company’s recently completed acquisitions, including that the anticipated benefits from the recently completed acquisitions are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions or other unexpected factors or events; the risks associated with the Company’s pursuit of future acquisitions; and general competitive, economic, political and market conditions or other unexpected factors or events. These and other factors, risks and uncertainties could cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Many of these factors are beyond the Company’s ability to control or predict. Forward-looking statements speak only as of the date on which such statements are made. These forward-looking statements are based upon information presently known to the Company’s management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other factors set forth in the Company’s filings with the Securities and Exchange Commission, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, under the captions “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors,” and in the Company’s quarterly reports on Form 10-Q and current reports on Form 8-K. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward- looking statements. CAUTIONARY STATEMENTS

3 Statements included in this presentation include non-GAAP financial measures and should be read along with the accompanying tables, which provide a reconciliation of non-GAAP financial measure to GAAP financial measures. The non-GAAP financial measures used in this presentation include the following: operating net income, adjusted earnings per diluted share, tangible book value per common share, tangible equity to tangible assets, operating efficiency ratio and pre-provision net revenue. The most comparable GAAP measures are net income, earnings per diluted share, book value per common share, total equity to total assets, efficiency ratio and income before income taxes, respectively. Operating net income and operating efficiency ratio both exclude acquisition-related expenses. Acquisition-related expenses include fees associated with current period acquisitions and ongoing amortization of intangibles related to prior acquisitions. Adjusted earnings per diluted share includes the adjustments to operating net income. Tangible book value and tangible equity to tangible assets excludes goodwill and other intangibles. Pre-provision net revenue excludes provision for credit losses. Management uses these non-GAAP financial measures in its analysis of the Company's performance and believes these presentations provide useful supplemental information, and a clearer understanding of the Company’s performance, and if not provided would be requested by the investor community. The Company believes the non-GAAP measures enhance investors' understanding of the Company's business and performance. These measures are also useful in understanding performance trends and facilitate comparisons with the performance of other financial institutions. The limitations associated with operating measures are the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider Colony Bankcorp, Inc. performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of Colony Bankcorp, Inc. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP. NON-GAAP FINANCIAL MEASURES

4 Colony Banking Branches Colony LPOs Franchise Footprint COMPANY PROFILE Statesboro Savannah Augusta Fayetteville Rochelle Chickamauga DouglasSylvester Rockmart Athens Moultrie Valdosta Quitman Atlanta Cedartown MaconLaGrange CentervilleThomaston Columbus WarnerRobins Manchester ◦ Founded in 1975 ◦ Headquartered in Fitzgerald, Georgia ◦ Georgia’s largest community bank, headquartered outside of Atlanta(1) ◦ $2.9 billion in assets as of December 31, 2022 ◦ 33 locations in Georgia and 2 LPOs in Alabama ◦ Strategic plan for profitable growth ◦ Track record of solid organic growth ◦ Successful execution of acquisitionsEastman Cordele Leesburg Ashburn Albany Tifton Fitzgerald Broxton (1) Community bank defined as having less than $10.0 billion in total assets and providing a full suite of consumer and commercial products, as of September 30, 2022 Source: S&P Global Market Intelligence

5 • Since our founding in 1975, our mission is to provide an alternative to traditional banking that our customers deserve • Focus on relationships that are beneficial to the customer and the Bank – one-sided relationships and transactions do not create value • Strive to be trusted advisors and give consultative advice • Nimble and responsive to customer needs • Team members are passionate about delivering solutions VALUE PROPOSITION TO OUR CUSTOMERS

6 Name Position Years In Banking Years With Colony T. Heath Fountain Chief Executive Officer, Acting Chief Financial Officer 22 4 R. Dallis "D" Copeland, Jr. President 30 1 Brian D. Schmitt Executive Vice Chairman 40 1 Edward "Lee" Bagwell EVP, Chief Risk Officer and General Counsel 19 19 Leonard H. "Lenny" Bateman EVP, Chief Credit Officer 26 3 Kimberly Dockery EVP, Chief of Staff 16 4 EXECUTIVE LEADERSHIP TEAM

7 RECENT MANAGEMENT ADDITIONS • Added significant depth to our bank management ◦ Ed Canup, Chief Revenue Officer (November 2022) ◦ Barry Blevins, Treasury Solutions Manager (October 2022) ◦ Christian Ruppe, Chief Innovation Officer (August 2022) ◦ Market executives ▪ Statesboro (September 2022) ▪ Birmingham (June 2022) ▪ Huntsville (May 2022) ▪ Augusta (February 2022) ◦ Division executives ▪ Marine / RV lending (May 2022) ▪ Merchant services (December 2021)

8 $1,251.9 $1,515.3 $1,763.9 $2,691.7 $2,936.6 2018 2019 2020 2021 2022 2018 – 2022 Total Assets (Dollars in millions) FRANCHISE ENHANCEMENT TRACK RECORD $1,232,755 $1,251,878 $1,515,313 2,691,715 5-Year CAGR : 18.6% Acquired East Georgia Homebuilder loan portfolio ($47M in loans) Acquired SouthCrest Financial Group, Inc. ($729.71M in assets) Acquired LBC Bancshares ($207M in assets) Acquired PFB Mortgage (>$100M in loan production in 2019) Acquired 1 Branch from Planters First ($20M in loans, $10M in deposits) Strong Organic growth ($245.3M increase in assets during 2022)

9 DRIVING HIGH PERFORMANCE •Achieve strong organic growth • Proactive business development system • Increased accountability for loan and deposit production • Created incentive plans to motivate bankers • Retail marketing plan to grow deposits • Streamlined our consumer and commercial deposits products • Larger national and regional banks with significant market share in our footprint are more focused on larger markets • Deposits, excluding wholesale deposits, grew 2.6% quarter over quarter • Loan growth of 9.5% quarter over quarter

10 DRIVING HIGH PERFORMANCE •Achieve strong organic growth • Increase noninterest income • Hired an experienced Chief Revenue Officer to focus on profitably growing the bank's ancillary lines of business • Shift mortgage production back to the secondary market as the rate environment has improved • Grow guaranteed lending revenue through recruiting and automated small dollar loan volume • Increase penetration of consumer insurance through retail incentives and purchase mortgage focus • Utilize merchant services as the lead product • Focus and incentivize commercial bankers on deposit growth to generate treasury fees

11 DRIVING HIGH PERFORMANCE • Focus on internal opportunities • Driving internal referrals through bankwide incentive plans • Utilize CRM system to leverage core customer base • Focus on profitability of business units as revenue increases • Capture operating efficiencies from technology investments • Manage expenses as we enter a period of slower growth ◦ Hiring limited to strategic hires in current markets ◦ Reduction in travel and business development expenses ◦ Lower core provider costs •Achieve strong organic growth • Increase noninterest income

12 PATH TO HIGH PERFORMANCE • 4Q2022 ROA = 0.77% • Adverse impacts to 4Q2022 ROA ◦ Provision driven by above targeted loan growth ▪ Assuming 10% annualized loan growth and similar NCOs, additional provision is approximately $500,000 - 0.06% impact to ROA ◦ 4Q2022 pre-tax investment in recently added business lines and new lending markets is approximately $543,000 - 0.06% impact to ROA ◦ For 2020 and 2021, Mortgage and SBSL contributed an average of 19bps of ROA, vs. 6bps in 2022 and 0bps in 4Q2022 • Currently each 5 percentage point increase in the loan to deposit ratio equals approximately 7 bps of ROA improvement ROA GOAL - 1.20% RUN RATE BY DECEMBER 31, 2024

13 PATH TO HIGH PERFORMANCE (Dollars in thousands) Segment Profit Consolidated QTD Net Income Banking SBSL Mortgage 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 $(1,000) $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000

14 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 Pre-tax loss Alabama LPO $ (22) $ (41) $ (139) $ (298) $ (304) Marine/RV Lending — — (13) (70) (109) Merchant (42) (91) (120) (141) (130) TOTAL $ (64) $ (132) $ (272) $ (509) $ (543) PATH TO HIGH PERFORMANCE (Dollars in thousands) STARTUP LINES OF BUSINESS

15 SMALL BUSINESS SPECIALTY LENDING GROUP $41.6 $5.8 $21.0 $19.4 $29.0 $24.2 $13.5 $18.2 $14.8 $18.0 Production Sales 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 $— $10.0 $20.0 $30.0 $40.0 $50.0 (Dollars in millions) Production and Sales Volume

16 MORTGAGE DIVISION Production and Sales Volume $99.5 $97.2 $113.7 $99.4 $92.6$92.5 $91.2 $82.3 $68.5 $38.1 Production Sales 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 $— $25.0 $50.0 $75.0 $100.0 $125.0 (Dollars in millions)

17 •Mortgage production remained strong despite the challenging rate environment • $405.0 million in production in 2021 • $402.9 million in production in 2022 • $92.6 million in production in fourth quarter 2022 • Recruited a mortgage origination team in Birmingham in the fourth quarter • Added seasoned purchase focused mortgage originators throughout the footprint during 2022 • Opportunity to shift production back into the secondary market to increase gain on sale revenue MORTGAGE DIVISION

18 TECHNOLOGY STRATEGY • Recently hired Christian Ruppe as Chief Innovation Officer ◦ Improving the digital customer experience ◦ Research and develop all potential technology-based opportunities • Increase customer wallet share through data gathering and analytics ◦ Full implementation of Salesforce to influence a more complete customer relationship through targeted marketing ◦ Finalizing nCino processes to upgrade the customer loan experience and reduce operational friction, increasing current production capacity • Become core agnostic to enable more nimble, API-based technology enhancements and Fintech partnerships

19 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 Diluted earnings per share $ 0.30 $ 0.34 $ 0.19 $ 0.30 $ 0.31 Adjusted earnings per diluted share (1) 0.40 0.37 0.30 0.30 $ 0.31 Dividends per share 0.1025 0.1075 0.1075 0.1075 0.1075 Return on average assets 0.64% 0.81 % 0.51 % 0.75 % 0.77 % Return on average total equity 7.65 % 8.88 % 5.68 % 8.85 % 9.76 % Net interest margin 3.16 % 3.13 % 3.15 % 3.25 % 3.23 % Efficiency ratio 82.15 % 76.94 % 83.75 % 73.57 % 75.03 % Pre-provision net revenue (1) $ 5,325 $ 6,535 $ 4,749 $ 7,677 $ 7,262 FINANCIAL HIGHLIGHTS (1) Non-GAAP measure. See non-GAAP reconciliation table on slide 37; dollars in thousands, except per share data

20 2018 2019 2020 2021 2022 Diluted earnings per share $ 1.40 $ 1.12 $ 1.24 $ 1.66 $ 1.14 Dividends per share $ 0.20 $ 0.30 $ 0.40 $ 0.41 $ 0.43 Return on average assets 0.99 % 0.72 % 0.70 % 0.89 % 0.71 % Return on average total equity 13.32 % 8.72 % 8.56 % 10.60 % 8.27 % Net interest margin 3.56 % 3.61 % 3.50 % 3.39 % 3.20 % Efficiency ratio 70.05 % 77.93 % 73.34 % 72.21 % 77.34 % ANNUAL FINANCIAL HIGHLIGHTS

21 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 Total assets $ 2,691.7 $ 2,686.8 $ 2,728.4 $ 2,805.9 $ 2,936.6 Loans 1,339.4 1,354.2 1,452.8 1,586.6 1,737.4 (Unearned income)/ deferred cost (0.4) 0.6 0.6 0.4 0.2 Unamortized discount on acquired loans (1.0) (0.8) (0.6) (0.5) (0.5) Allowance for loan losses (12.9) (12.9) (14.0) (15.2) (16.1) Total loans, net 1,325.1 1,341.1 1,438.8 1,571.4 1,721.0 Total deposits 2,374.6 2,350.8 2,331.5 2,409.7 2,491.0 NPA/Total assets 0.21 % 0.24 % 0.19 % 0.20 % 0.22 % BALANCE SHEET FINANCIAL HIGHLIGHTS (Dollars in millions) Trailing 5 quarters

22 2018 2019 2020 2021 2022 Total assets $ 1,251.9 $ 1,515.3 $ 1,763.9 $ 2,691.7 $ 2,936.6 Loans 782.4 971.2 1,062.8 1,339.4 1,737.4 (Unearned income)/ deferred cost (0.5) (0.6) (2.4) (0.4) 0.2 Unamortized discount on acquired loans (0.3) (1.7) (0.9) (1.0) (0.5) Allowance for loan losses (7.3) (6.9) (12.1) (12.9) (16.1) Total loans, net 774.3 962.0 1,047.4 1,325.1 1,721.0 Total deposits 1,085.1 1,294.2 1,445.1 2,374.6 2,491.0 NPA/Total assets 0.90 % 0.73 % 0.58 % 0.21 % 0.22 % (Dollars in millions) BALANCE SHEET FINANCIAL HIGHLIGHTS Annual

23 The current indicated annual rate is $0.44 per share, equating to a yield of 3.4%.(2) SHAREHOLDER FOCUSED DIVIDEND POLICY (1) The Board of Directors declared a dividend to be paid on its common stock on February 23, 2023, to shareholders of record as of the close of business on February 9, 2023. (2) Yield is based on closing stock price on January 24, 2023 of $12.81. Quarterly Dividend Payment $0.075 $0.10 $0.1025 $0.1075 $0.11 Quarterly Dividend 2019 2020 2021 2022 2023(¹) $— $0.025 $0.050 $0.075 $0.100 $0.125

24 CAPITAL RATIOS 10.2% 9.0% 9.6% 7.5% 9.2% 15.0% 12.5% 14.3% 11.9% 12.5% 15.9% 13.2% 15.4% 12.7% 15.2% 12.2% 10.3% 10.3% 10.5% 11.4% Tier One Leverage Ratio Tier One Ratio Total Risk-based Capital Ratio Common Equity Tier One Capital Ratio 2018 2019 2020 2021 2022

25 SOLID CORE DEPOSIT FRANCHISE As of December 31, 2022 Total Deposits: $2.5 billion MRQ Cost of Interest Bearing Deposits: 0.67% Interest Bearing Demand, 33% Noninterest bearing demand, 23% Time deposits, 19% Savings and Money- markets, 25%

26 LOAN PORTFOLIO BREAKDOWN As of December 31, 2022 $1,737.1 million Real Estate 86% Consumer and Other 1.0% Commercial 12% Agriculture 1.3% $1,492.9 million Multifamily real estate 4% Residential real estate 20% Construction 16% Farmland 4% Nonowner occupied real estate 34% Owner occupied real estate 22%

27 LOAN PORTFOLIO (Dollars in millions) Organic Loan Growth $1,338 $1,354 $1,453 $1,587 $1,737 Organic Purchased Loans 12/31/2021 03/31/2022 06/30/2022 09/30/2022 12/31/2022 $— $500 $1,000 $1,500 $2,000

28 LOAN PORTFOLIO (Dollars in millions) Commercial Real Estate Production $25.7 $33.4 $47.2 $60.5 $39.3 $25.2 $77.9 $36.9$34.7 $72.9 $80.6 $57.0 Residential Construction Commercial, Construction and Development Permanent NOO CRE 1Q2022 2Q2022 3Q2022 4Q2022 $0 $50 $100 $150 $200 $250 Represents total committed amount originated in each quarter

29 LOAN PORTFOLIO (Dollars in millions) Residential Construction Loan Commitments by Quarter $6.9 $9.5 $16.6 $26.0 $18.8 $23.8 $30.6 $34.5 Consumer as of 12/31/22 Commercial as of 12/31/22 1Q2022 ORIGINATIONS 2Q2022 ORIGINATIONS 3Q2022 ORIGINATIONS 4Q2022 ORIGINATIONS $0 $10 $20 $30 $40 $50 $60

30 LOAN PORTFOLIO Weighted Average Loan to Values 70.81% 71.78% 74.10% 72.69% 58.52% 53.81% 46.63% 57.50% Residential Construction Non Owner Occupied Commercial Real Estate 1Q2022 2Q2022 3Q2022 4Q2022 30.00% 40.00% 50.00% 60.00% 70.00% 80.00%

31 Investment Securities Description Book Value Percentage U.S. Agency MBS/CMO $ 382,481 39 % Municipal 275,139 28 % Private Label MBS 122,119 12 % U.S. Treasuries 98,229 10 % Corporates 54,741 6 % SBA and Asset-Backed Securities 34,503 4 % U.S. Government Agencies 17,719 2 % (Dollars in thousands) Portfolio Composition December 31, 2022

32 Investment Securities As of: Average Life Effective Duration Book Yield 12/31/2021 6.53 5.61 1.87% 3/31/2022 7.31 5.67 2.02% 6/30/2022 8.05 5.95 2.27% 9/30/2022 8.39 5.76 2.47% 12/31/2022 8.10 5.64 2.56% Other Portfolio Metrics AFS/HTM Available for Sale HTM Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 —% 25% 50% 75% 100%

33 Investment Securities (Dollars in millions) $0.87 $6.54 $10.15 $30.95 $44.25 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 $— $10.00 $20.00 $30.00 $40.00 $50.00 Unrealized Losses on AFS Securities Greater than 12 months

34 Investment Securities (Dollars in thousands) With a rating of at least: Number of Securities Book Value Market Value (HTM and AFS) Unrealized Loss AAA/Aaa 42 $ 61,508 $ 48,866 $ (12,642) AA+/Aa1 57 73,981 59,680 (14,301) AA/Aa2 39 79,577 63,719 (15,858) AA-/Aa3 32 59,167 48,328 (10,839) A+/A1 1 692 601 (91) Unrated 1 214 212 (2) TOTAL 172 $ 275,139 $ 221,406 $ (53,733) Municipal Securities December 31, 2022

35 Investment Securities (Dollars in thousands) Rating: Number of Securities Book Value Market Value Unrealized Loss AAA 23 $ 85,099 $ 72,796 $ (12,303) NR 16 37,020 35,821 (1,199) TOTAL 39 $ 122,119 $ 108,617 $ (13,151) Private Label MBS December 31, 2022 Type Book Value Market Value Unrealized Loss Bank Sub-Debt/TPS $ 39,557 $ 35,757 $ (3,800) Other Corporates 15,184 13,829 (1,355) Total $ 54,741 $ 49,586 $ (5,155) Corporate Securities

36 • Premier Georgia community bank franchise • Focus on growing the core deposit base • Improving earnings outlook as new business lines mature • Upside to tangible book value as unrealized losses improve • Deep leadership bench with a proven track record • Ability to manage expenses in an uncertain economy INVESTMENT CONSIDERATIONS

37 RECONCILIATION OF NON-GAAP MEASURES (Dollars in thousands, except per share data) 2022 2021 Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Operating net income reconciliation Net income (GAAP) 5,551 5,252 3,415 5,324 4,160 FHLB mark from called borrowings — — 751 — — Severance Costs — — 1,346 — — Acquisition-related expenses — 2 1 139 1,261 Writedown on bank premises — — — 90 — Tax effect of adjustment items — — (272) (26) (284) Operating net income 5,551 5,254 5,241 5,437 5,227 Weighted average diluted shares 17,630,971 17,645,119 17,586,276 15,877,695 13,673,998 Adjusted earnings per diluted share 0.31 0.30 0.30 0.37 0.40 Tangible book value per common share reconciliation Book value per common share (GAAP) 13.08 12.81 13.34 14.23 15.92 Effect of goodwill and other intangibles (3.10) (3.12) (3.44) (3.40) (4.51) Tangible book value per common share 9.98 9.69 9.90 10.83 11.41 Tangible equity to tangible assets reconciliation Equity to assets (GAAP) 7.84 % 8.06 % 8.60 % 9.32 % 8.09 % Effect of goodwill and other intangibles (1.74) (1.84) (2.08) (2.07) (2.15) Tangible equity to tangible assets 6.10 % 6.22 % 6.52 % 7.25 % 5.93 % Operating efficiency ratio calculation Efficiency ratio (GAAP) 75.03 % 73.57 % 83.75 % 76.94 % 82.15 % Severance costs — — (4.61) — — Acquisition-related expenses — (0.01) — (2.20) (5.33) Writedown of bank premises — — — — (0.30) Operating efficiency ratio 75.03 % 73.56 % 79.14 % 74.74 % 76.52 % Pre-provision net revenue Net interest income before provision for credit losses $ 21,400 $ 20,865 $ 19,167 $ 19,188 $ 19,022 Noninterest income 7,688 8,179 10,058 9,152 10,815 $ 29,088 $ 29,044 $ 29,225 $ 28,340 $ 29,837 Noninterest expense 21,826 21,367 24,476 21,805 24,512 Pre-provision net revenue $ 7,262 $ 7,677 $ 4,749 $ 6,535 $ 5,325

38 NASDAQ: CBAN